Sanofi Sends Letter to Medivation's Board of Directors
(Thomson Reuters ONE) -
Sanofi Sends Letter to Medivation's Board of Directors
Paris, May 5, 2016 - Sanofi today announced that it has sent a letter to
Medivation, Inc.'s (NASDAQ: MDVN) Board of Directors. The full text of the
letter reads as follows:
Board of Directors
Medivation, Inc.
525 Market Street, 36th floor
San Francisco, CA 94105
Paris, May 4th, 2016
Dear Members of the Board of Directors,
Since we publicly disclosed our proposal to acquire Medivation, we have had
extensive conversations with your top shareholders. We believe there is
overwhelming support by your shareholders for a transaction. Absent our
proposal, we believe that the Medivation shares would be trading in the $30's.
Medivation traded at $27 per share less than three months ago, and our proposal
is almost a 100% premium to that price. It is over a 50% premium to average
trading prices prior to there being takeover rumors.
I want to reiterate our preference to engage with you to negotiate a
transaction. We believe immediate engagement would be in the best interests of
your shareholders as it would enable them promptly to realize substantial and
certain value, while minimizing the disruption to your organization. We believe
we have offered a fair price, and a very attractive premium. Nothing in your
press release rejecting our proposal was new information to the market. Having
said that, if you engage in good faith discussions with us and demonstrate
additional value, we could be in a position to revise our offer.
You should know that an acquisition of Medivation is a priority for Sanofi and
we are committed to effecting it. If you are not prepared to engage with us, we
have no choice but to go directly to your shareholders. As you know, your
shareholders have the ability to act at any time by written consent to remove
and replace the Board. If the Medivation Board of Directors continues to refuse
to engage with us, then we intend to commence a process to remove and replace
members of the Board.
We remain enthusiastic about a potential combination with Medivation. We and our
advisors stand ready to meet at any time so we can work to quickly consummate a
mutually beneficial transaction.
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
Public Relations Agency
Joele Frank, Andy Brimmer or Jim Golden
Joele Frank, Wilkinson Brimmer Katcher
Tel: +1-212-355-4449
PDF:
http://hugin.info/152918/R/2010087/744002.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#2010087]
Unternehmensinformation / Kurzprofil:
Datum: 05.05.2016 - 14:24 Uhr
Sprache: Deutsch
News-ID 469023
Anzahl Zeichen: 11154
contact information:
Town:
PARIS
Kategorie:
Business News
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