Sanofi Files Definitive Consent Solicitation to Remove and Replace Medivation's Board
(Thomson Reuters ONE) -
Sanofi Files Definitive Consent Solicitation to Remove and Replace Medivation's
Board
- Mails Letter to Medivation Shareholders-
- Urges Shareholders Vote the WHITE Consent Card -
Paris, France - June 13, 2016 - Sanofi today announced that it has filed
definitive consent solicitation materials with the U.S. Securities and Exchange
Commission ("SEC") seeking to remove and replace each member of Medivation,
Inc.'s (NASDAQ: MDVN) Board of Directors with eight independent and highly-
qualified candidates. Sanofi's nominees are committed to fully and fairly
evaluating all of Medivation's strategic options, including Sanofi's acquisition
offer, in accordance with their fiduciary duties to Medivation and its
shareholders.
Sanofi is mailing a letter to Medivation's shareholders along with the
definitive consent solicitation statement, which includes a WHITE consent card,
providing Medivation shareholders the ability to demonstrate support for a
transaction.
"We have had extensive conversations with Medivation shareholders and believe
that there is overwhelming support for Medivation to undertake a sale process
that includes Sanofi," said Olivier Brandicourt, M.D., Chief Executive Officer,
Sanofi. "We have been clear that if Medivation were to engage and provide
information, we would be in a position to increase our offer and are confident
that we would be able to offer significant additional value. Medivation's
continued refusal to substantively engage beyond its continued rejection
underscores that the current Board is not acting, and will not act, in the best
interests of Medivation shareholders. We urge all Medivation shareholders to
support Sanofi's efforts to elect directors that are committed to maximizing
value."
The letter being mailed to Medivation shareholders with Sanofi's definitive
solicitation statement reads as follows:
MEDIVATION'S CONTINUED REFUSAL TO SUBSTANTIVELY ENGAGE WITH SANOFI, BEYOND ITS
CONTINUED REJECTION, IS DENYING SHAREHOLDERS THE OPPORTUNITY TO REALIZE
SIGNIFICANT, IMMEDIATE AND CERTAIN VALUE
ELECT DIRECTORS COMMITTED TO MAXIMIZING VALUE FOR MEDIVATION SHAREHOLDERS
SIGN, DATE AND RETURN THE "WHITE" CONSENT CARD TODAY
Dear Medivation Shareholder:
We are sending you the enclosed Consent Statement and accompanying WHITE consent
card to enable you, Medivation's shareholders, to act in your best financial
interests by removing and replacing the current Medivation board of directors
with eight independent and highly-qualified candidates.
We believe that the current Medivation board of directors is not acting, and
will not act, in your best interests. Our belief is supported by the current
Medivation board of directors' consistent refusal to substantively engage,
beyond its continued rejection, with Sanofi on our all-cash offer to acquire
Medivation for $52.50 per share of Common Stock. This is all the more concerning
given that we have been very clear that Sanofi would be in a position to
increase our offer and we are confident that we will be able to offer
significant additional value if Medivation were to engage and provide
information.
SANOFI'S COMPELLING OFFER DEMANDS SUBSTANTIVE ENGAGEMENT BEYOND CONTINUED
REJECTION FROM THE MEDIVATION BOARD
On March 25, 2016 and April 3, 2016, Sanofi privately approached Medivation
expressing our interest in negotiating a mutually beneficial transaction. In
both instances, Medivation informed us that it was not interested in discussing
a potential transaction. On April 15, 2016, Sanofi submitted a private proposal
to Medivation to acquire all of the outstanding shares of Medivation for $52.50
per share in cash, representing over a 50 percent premium to Medivation's two-
month volume weighted average price prior to there being takeover rumors.
On April 28, 2016, Sanofi made its proposal public as a result of the Medivation
Board's refusal to engage, beyond its rejection. Then, without any significant
discussions with Sanofi, the Medivation board of directors rejected Sanofi's
proposal and has consistently refused to substantively engage in any discussions
or negotiations, beyond its continued rejection. Sanofi also advised
Medivation, and disclosed publicly, that we were - and remain - willing to enter
into a confidentiality agreement with Medivation, which would include a
reasonable standstill for Medivation to conduct a sale process. As a testament
to our good faith efforts to advance discussions with Medivation, Sanofi sent a
proposed Confidentially Agreement to Medivation on May 30, 2016, which included
a reasonable standstill to give time for Medivation to conduct a sale process.
Despite these efforts, Medivation remains unwilling to substantively engage,
beyond its continued rejection, and has only offered information already known
to the market to justify its refusal to enter negotiations.
MEDIVATION SHAREHOLDERS DESERVE TO BE HEARD
Since Sanofi publicly disclosed our proposal to acquire Medivation, we have had
extensive conversations with many of you and other Medivation shareholders.
Based on our conversations, we believe that you overwhelmingly support the sale
of Medivation and want the Medivation board to undertake a sale process and
substantively engage with Sanofi, beyond its continued rejection.
We believe Medivation's refusal to announce a sale process or substantively
engage with Sanofi, beyond its continued rejection, underscores that the current
Medivation Board is not listening to shareholders and not acting in your best
interests.
VOTE TO ELECT DIRECTORS WHO ARE COMMITTED TO MAXIMIZING VALUE FOR MEDIVATION
SHAREHOLDERS
Accordingly, we believe that the only way to protect Medivation shareholders is
to replace Medivation's directors with eight independent, well-experienced
candidates who are willing to fully and fairly evaluate all of Medivation's
strategic options, in accordance with their fiduciary duties to you and
Medivation. Sanofi is seeking your support for the election of eight
independent and highly-qualified candidates. If the Nominees are elected, we
intend to continue to pursue our acquisition proposal and hope that the new
Medivation Board will fully and fairly evaluate all of Medivation's strategic
options, including Sanofi's acquisition offer, in accordance with their
fiduciary responsibilities.
We believe that our candidates are highly-qualified to serve as directors of
Medivation and are well-respected members of the business community with
extensive business, public company and/or healthcare experience. Importantly,
these individuals are committed to acting in the best interests of Medivation
and its shareholders and have the necessary track-record, strategic vision and
experience to maximize shareholder value. We believe that, if elected, each of
our candidates would be considered an independent director of Medivation and
will exercise his or her independent judgment in all matters that come before
the Medivation board of directors.
PROTECT YOUR INVESTMENT AND ACT PROMPTLY TO SIGN
AND RETURN THE WHITE CONSENT CARD TODAY
We urge you to demonstrate your support for a transaction and consent to the
proposals set forth in this consent statement, including electing each of the
independent candidates nominated by Sanofi. Please sign, date and return the
enclosed WHITE consent card in the postage-paid envelope provided as soon as
possible.
We also urge you not to revoke your consent by signing any consent revocation
card sent to you by Medivation. You have every right to revoke any consent
revocation you may have already submitted to Medivation. To revoke an earlier
revocation and change your vote, simply consent to the proposals set forth in
this consent statement by following the instructions on the WHITE consent card.
Remember, if your shares of Medivation common stock are held through a brokerage
firm, bank or other nominee, only this entity can execute a consent representing
your shares and only upon receipt of your specific instructions. Accordingly,
it is critical that you promptly follow the instructions included in the
materials that you have received or contact the person responsible for your
account and give instructions to consent to the proposals, including the
election of the independent and highly qualified candidates nominated by us, on
your behalf.
If you have any questions about executing or delivering your WHITE consent card
or require assistance, please contact our consent solicitor, Innisfree M&A
Incorporated, toll-free at (877) 750-5837.
Very truly yours,
Olivier Brandicourt
Chief Executive Officer
Sanofi
For Sanofi's proposals in the consent solicitation to become effective, written
consents would need to be properly completed by the holders of a majority of
Medivation shares outstanding as of the close of business on June 1, 2016. In
order to ensure that your consent is delivered to Medivation in a timely manner,
we have set July 25, 2016 as the deadline for submission of written consents,
but Sanofi reserves the right, in its sole discretion, to extend such deadline.
About Sanofi's Nominees
On May 25, 2016, Sanofi named its slate of highly qualified directors, which
includes Michael E. Campbell, Barbara Deptula, Wendy E. Lane, Ronald S. Rolfe,
Steven J. Shulman, Charles P. Slacik, James L. Tyree and David A. Wilson.
Additional information regarding the nominees is available on the Investor
Relations section of Sanofi's website at http://mediaroom.sanofi.com/press-
releases/ or Sanofi Files Consent Solicitation to Remove and Replace
Medivation's Board.
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, Inc.
("Medivation") has commenced at this time. In connection with the proposed
transaction Sanofi ("Sanofi") may file tender offer documents or other documents
with the U.S. Securities and Exchange Commission ("SEC"). This communication is
not a substitute for any tender offer document or other document Sanofi may file
with the SEC in connection with the proposed transaction. On June 13, 2016,
Sanofi filed a definitive consent solicitation statement and accompanying WHITE
consent card with the SEC with respect to the solicitation of written consents
of Medivation stockholders (including any amendments and supplements, the
"Consent Solicitation Statement"). This communication is not a substitute for
the definitive consent solicitation statement that Sanofi has filed with the SEC
or any other documents which Sanofi may file with the SEC in connection with the
consent solicitation. INVESTORS AND SECURITY HOLDERS OF MEDIVATION ARE URGED TO
READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE CONSENT SOLICITATION AND
THE PROPOSED TRANSACTION, AS APPLICABLE. Investors and security holders are 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. You can find information about
Sanofi's directors and senior management in its annual report on Form 20-F for
the year ended December 31, 2015, which was filed with the SEC on March
4, 2016. In addition, you can find additional information regarding the
potential participants in the solicitation of consents in the Consent
Solicitation Statement. These documents are available free of charge at the
SEC's web site at www.sec.gov.
Contacts:
Media Relations Investor Relations
Jack Cox and Laurence Bollack George Grofik
Tel. : +33 (0)1 53 77 46 46 Tel.: +33 (0)1 53 77 45 45
mr(at)sanofi.com ir(at)sanofi.com
Joele Frank, Wilkinson Brimmer Katcher Innisfree
Joele Frank, Andy Brimmer or James Golden Scott Winter or Larry Miller
Tel: +1-212-355-4449 Tel : +1-212-750-5833
Press release:
http://hugin.info/152918/R/2019611/750199.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#2019611]
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