Sanofi Announces Expiration of Hart-Scott-Rodino Waiting Period Regarding Proposed Acquisition of Medivation
(Thomson Reuters ONE) -
Sanofi Announces Expiration of Hart-Scott-Rodino Waiting Period Regarding
Proposed Acquisition of Medivation
Paris, France - June 14, 2016 - Sanofi today announced the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(HSR) in connection with Sanofi's intent to acquire Medivation, Inc. (NASDAQ:
MDVN). This milestone further supports Sanofi's belief that the all cash
acquisition proposal, which is not subject to any financing condition, would
provide the highest level of transaction certainty to Medivation shareholders.
As announced on April 28, 2016, Sanofi proposed to acquire Medivation for $52.50
per share, representing an all-cash transaction valued at approximately $9.4
billion.
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/2020442/750426.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#2020442]
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Datum: 14.06.2016 - 13:00 Uhr
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News-ID 477610
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