Sanofi : Sanofi Offers to Acquire Medivation for $52.50 Per Share in Cash
(Thomson Reuters ONE) -
Sanofi Offers to Acquire Medivation for $52.50 Per Share in Cash
- Proposal Would Provide Immediate and Certain Value to Medivation's
Shareholders -
- Combination Would Create Complementary Offerings to Treat Prostate Cancer -
- Supports Sanofi's Strategy in Oncology -
Paris, April 28, 2016 - Sanofi today announced that it has sent a letter to
Medivation, Inc., in which it makes a non-binding proposal to acquire Medivation
for $52.50 per share. This would represent an all-cash transaction valued at
approximately $9.3 billion.[1] Combining Sanofi and Medivation represents a
compelling strategic and financial opportunity to drive significant value for
the respective companies' shareholders, employees, patients and caregivers.
The proposed purchase price represents a premium of over 50 percent to
Medivation's two-month volume weighted average price (VWAP) prior to there being
takeover rumors.
"Last November, Sanofi outlined our mid-term strategy which includes rebuilding
our position in oncology, one of the largest and fastest growing therapeutic
areas in the biopharmaceutical sector," said Sanofi Chief Executive Officer
Olivier Brandicourt. "With Medivation's best-in-class offerings in prostate
cancer, we believe a combination would benefit patients and, at the same time,
generate value for shareholders of both companies."
Sanofi and Medivation Together: A Compelling Strategic Rationale
Medivation, Inc. (NASDAQ: MDVN) is a San Francisco-based biopharmaceutical
company with one marketed prostate cancer therapy, Xtandi(®), and two additional
oncology assets in clinical development. Sanofi has a significant presence in
prostate cancer and a strong heritage in oncology.
Despite advances in cancer treatments there remains a significant unmet medical
need for prostate cancer, which is the second most common cancer in men
worldwide, behind lung cancer. Approximately one in seven men will be diagnosed
with prostate cancer during their lifetime. The transaction would create a
stronger company with a complementary range of offerings to treat prostate
cancer across the continuum of care, from urologists to oncologists.
Sanofi has a strong track record of successfully integrating acquired companies,
particularly in specialty care. Medivation would benefit from Sanofi's global
capabilities, significant resources, internal pipeline of assets and
complementary product offerings.
The proposed combination has an attractive financial rationale as it would be
immediately accretive to earnings and would offer value creation opportunities
for Sanofi shareholders.
There can be no assurance that any transaction will result from this proposal.
Sanofi is confident in its ability to close the proposed transaction and receive
all necessary regulatory approvals. The transaction would not be contingent on
any financing condition.
The full text of Sanofi's April 28, 2016 letter to Medivation is below.
David T. Hung, M.D
President, Chief Executive Officer and Director
Medivation, Inc.
525 Market Street, 36(th) floor
San Francisco, CA 94105
Paris, April 28, 2016
Dear David,
It has been over a month since we first talked and I expressed my view that a
combination would make strong strategic sense, and I said we were prepared to
make a very attractive proposal. During our first call on March 25, you said
that you were unwilling to meet, and in our subsequent conversation on April 3
you said that, after a review with your Board, there was no interest in
discussing a transaction. Given your unwillingness to meet or to hear our
proposal, we sent you a letter on Friday, April 15, setting forth a proposal
(the "Proposal") to acquire Medivation for $52.50 per share in cash,
representing a premium of over 50% to the two-month volume weighted average
trading price (VWAP) prior to there being takeover rumors. We have not heard
anything from you for almost two weeks, other than an acknowledgment of receipt
of our letter.
We do not understand the delay in responding to our letter. The price we put
forth represents a very substantial premium, and it would be all cash without
any financing condition. In these circumstances we believe it is appropriate to
make this letter public, which we are doing today.
As we previously discussed, since I joined Sanofi in April 2015, we have set a
clear strategic roadmap for 2020 and oncology plays an important role as part of
that plan. As we aim to further develop our capabilities in this important area,
we believe that Medivation represents a very strong fit and, together with our
own clinical pipeline and existing infrastructure, will play an important role
in our long-term strategy in oncology.
We are excited by the prospect of accelerating Medivation's growth by leveraging
Sanofi's infrastructure and capabilities. We are convinced that Medivation's
employees would find a very attractive environment within our Sanofi Genzyme
specialty business unit and our R&D organization, giving them the opportunity to
fully develop their skills and help bring new treatments to patients on a
worldwide basis. We also strongly believe that Medivation shareholders would
find our Proposal to be compelling.
Working with our advisors, our team has reviewed your business based on publicly
available information and our knowledge of the markets in which you compete to
validate our views on value. Given the amount of work we have done to date, we
are well-positioned to swiftly consummate a transaction that will be in the best
interests of, and provide immediate and certain value for, your stockholders.
Our Proposal is subject to satisfactory completion of confirmatory due
diligence, negotiation and execution of a mutually acceptable definitive written
agreements, and approval of Sanofi's Board of Directors.
We are prepared to meet promptly so we can mutually work towards a transaction
that benefits our respective stockholders.
Sincerely,
Olivier Brandicourt
Chief Executive Officer
-- End of Letter --
About Sanofi
Sanofi, a global healthcare leader, discovers, develops and distributes
therapeutic solutions focused on patients' needs. Sanofi is organized into five
global business units: Diabetes and Cardiovascular, General Medicines and
Emerging Markets, Sanofi Genzyme, Sanofi Pasteur and Merial. Sanofi is listed in
Paris (EURONEXT: SAN) and in New York (NYSE: SNY).
Sanofi Forward-Looking Statements
This press release contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995, as amended. Forward-looking statements
are statements that are not historical facts. These statements include
projections and estimates and their underlying assumptions, statements regarding
plans, objectives, intentions and expectations with respect to future financial
results, events, operations, services, product development and potential, and
statements regarding future performance. Forward-looking statements are
generally identified by the words "expects", "anticipates", "believes",
"intends", "estimates", "plans" and variations of these words or comparable
words. Although Sanofi's management believes that the expectations reflected in
such forward-looking statements are reasonable, investors are cautioned that
forward-looking information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally beyond the
control of Sanofi, that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the forward-
looking information and statements. These risks and uncertainties include among
other things, risks that Sanofi will ultimately not pursue a transaction with
Medivation or Medivation will reject engaging in any transaction with Sanofi, if
a transaction is negotiated between Sanofi and Medivation, risks related to
Sanofi's ability to complete the acquisition on the proposed terms, the
possibility that competing offers will be made, other risks associated with
executing business combination transactions, such as the risk that the
businesses will not be integrated successfully, that such integration may be
more difficult, time-consuming or costly than expected or that the expected
benefits of the acquisition will not be realized, risks related to future
opportunities and plans for the combined company, including uncertainty of the
expected financial performance and results of the combined company following
completion of the proposed acquisition, disruption from the proposed
acquisition, making it more difficult to conduct business as usual or maintain
relationships with customers, employees or suppliers, and the possibility that
if the combined company does not achieve the perceived benefits of the proposed
acquisition as rapidly or to the extent anticipated by financial analysts or
investors, the market price of Sanofi's shares could decline, as well as other
risks related Sanofi's and Medivation's respective businesses, including the
ability to grow sales and revenues from existing products, competition,
including potential generic competition, the ability to protect intellectual
property and defend patents, regulatory obligations and oversight, the
uncertainties inherent in research and development, future clinical data and
analysis, including post marketing, decisions by regulatory authorities, such as
the FDA or the EMA, regarding whether and when to approve any drug, device or
biological application that may be filed for any such product candidates as well
as their decisions regarding labelling and other matters that could affect the
availability or commercial potential of such product candidates, the absence of
guarantee that the product candidates if approved will be commercially
successful, the future approval and commercial success of therapeutic
alternatives, the Group's ability to benefit from external growth opportunities,
trends in exchange rates and prevailing interest rates, the impact of cost
containment initiatives and subsequent changes thereto, the average number of
shares outstanding as well as those discussed or identified in the public
filings with the SEC and the AMF made by Sanofi, including those listed under
"Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements"
in Sanofi's annual report on Form 20-F for the year ended December 31, 2015.
Other than as required by applicable law, Sanofi does not undertake any
obligation to update or revise any forward-looking information or statements.
Additional Information
This communication does not constitute an offer to buy or solicitation of an
offer to sell any securities. No tender offer for the shares of Medivation
("Medivation") has commenced at this time. In connection with the proposed
transaction Sanofi ("Sanofi") may file tender offer documents, consent
solicitation documents or other documents with the U.S. Securities and Exchange
Commission ("SEC"). This communication is not a substitute for any tender offer
document, consent solicitation document or other document Sanofi may file with
the SEC in connection with the proposed transaction. Any definitive tender
offer document or consent solicitation document will be mailed to stockholders
of Medivation. INVESTORS AND SECURITY HOLDERS OF MEDIVATION ARE URGED TO READ
THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain
free copies of these documents (if and when available) and other documents filed
with the SEC by Sanofi through the web site maintained by the SEC at
http://www.sec.gov.
Certain Information Regarding Participants
Sanofi and certain of its directors and senior management may be deemed
participants in the solicitation of consents in connection with the proposed
transaction. Information regarding the special interests of these directors and
executive officers in the proposed transaction will be included in the consent
solicitation documents referenced above. Additional information regarding the
directors and senior management of Sanofi is also included in Sanofi's annual
report on Form 20-F for the year ended December 31, 2015, which was filed with
the SEC on March 4, 2016. This document is available free of charge at the SEC's
web site at www.sec.gov.
Contacts:
Media Relations Investor Relations
Jack Cox and Laurence Bollack Sébastien Martel
Tel. : +33 (0)1 53 77 46 46 Tel.: +33 (0)1 53 77 45 45
mr(at)sanofi.com ir(at)sanofi.com
--------------------------------------------------------------------------------
[1] On a fully-diluted basis.
Press release:
http://hugin.info/152918/R/2007678/742320.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Sanofi via GlobeNewswire
[HUG#2007678]
Unternehmensinformation / Kurzprofil:
Datum: 28.04.2016 - 08:02 Uhr
Sprache: Deutsch
News-ID 467128
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contact information:
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Kategorie:
Business News
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