Board Committed to Stockholders’ Best Interests
and Continuing to Deliver Significant Value
Hostile Consent Solicitation Merely a Tactic to
Facilitate Sanofi’s Substantially Inadequate Proposal;Hand-Picked
Nominees Have Minimal Biotech Experience
Medivation, Inc. (NASDAQ:MDVN) today announced that it has filed
a preliminary Consent Revocation Statement with the Securities and
Exchange Commission in response to Sanofi’s preliminary consent
solicitation statement filed on May 25, 2016. Both sets of
materials are subject to the SEC review process, and solicitation
of consent forms is not permitted prior to completion of this
process.
Medivation’s Board of Directors has, since inception, led the
Company to the successful establishment of a world-class oncology
franchise, an innovative late-stage pipeline with blockbuster
potential, and a proven track record of delivering extraordinary
value to stockholders. Medivation strongly believes that the
current, highly experienced Board is best suited to assure delivery
to the Company’s stockholders of the value which has been and is
being created, including the responsible and knowledgeable review
of any strategic alternatives.
David Hung, M.D., Founder, President and Chief Executive Officer
of Medivation, said, “All of our stockholders deserve to be
represented by directors with deep relevant experience and a common
commitment to delivering value to stockholders. Medivation’s
current directors are proven stewards of the Company, as shown by
its highly attractive returns and rapid progress toward the
realization of the full potential of the XTANDI franchise and its
robust late-stage pipeline.”
Kim Blickenstaff, Chairman of Medivation’s Board of Directors,
said, “Sanofi is asking Medivation stockholders to enter into a
devil’s bargain: forfeit the prospects of considerable near- and
long-term value creation by installing hand-picked nominees with
minimal biotechnology industry experience. As we have reiterated
many times, both privately and publicly, Sanofi’s proposal
substantially undervalues our company. Stockholders should not
allow Sanofi to disrupt our Board’s sophisticated and experienced
stewardship that objectively considers any and all strategic
alternatives that may deliver superior value.”
In the preliminary consent revocation materials filed today,
Medivation notes that:
1. Sanofi’s Consent Solicitation is an Attempt to
Remove and Replace Directors Who Have a Long Track Record of and
Commitment to Acting in the Best Interests of Medivation’s
Stockholders.
- Each of Medivation’s current directors
has first-hand working knowledge of the Company, its operations,
its employees, its marketed product and pipeline.
- In contrast, Sanofi and the Sanofi
Nominees have limited or no familiarity with the Company and
collectively lack experience in the biopharmaceutical
industry.
2. Through the Consent Solicitation, Sanofi Seeks to
Seize Control of Medivation Through an Opportunistic Proposal at a
Price the Board Has Determined To Be Substantially
Inadequate.
- The Board has unanimously concluded
that the Sanofi proposal of $52.50 per share is substantially
inadequate.
- The timing of the Sanofi proposal is
highly opportunistic. Sanofi’s tactics are designed to obtain for
its own shareholders the value that Medivation is creating and that
rightfully belongs to Medivation’s stockholders.
- Sanofi is acting before Medivation’s
stockholders and the financial markets are able to assess a number
of potentially key value-creating milestones for Medivation.
3. Medivation Has Achieved Great Success Under Its
Board of Directors and Stockholders Have Been Rewarded with
Extraordinary Returns.
- Medivation has an outstanding track
record of delivering value, generating a total stockholder return
of more than 15,000% since its first public financing.
- Medivation has generated a 957% total
stockholder return over the last five years and a 4,487% total
stockholder return over the last ten years. The comparable returns
for the NASDAQ Biotechnology Index were 144% and 245%,
respectively.
- Medivation has already achieved two
years of profitability, with minimal dilutive capital raises. What
makes this achievement more impressive is the fact that XTANDI was
launched 16 months after Johnson & Johnson launched another
hormonal prostate cancer product. XTANDI has now passed Johnson
& Johnson’s earlier launched drug to become the leading novel
hormonal prostate cancer therapy in the United States by sales and
prescriptions.
- Importantly, key drivers for
Medivation’s future success remain in place with its two wholly
owned late-stage oncology assets that have the potential to be
blockbuster oncology products.
4. The Board Believes That Sanofi’s Nominees – Through
Whom Sanofi Seeks to Seize Control of Medivation – Are Not in the
Best Position to Serve the Interests of the Company’s
Stockholders.
- Although the Sanofi Nominees would, if
elected, be subject to fiduciary duties under Delaware law, they
could facilitate Sanofi’s acquisition of Medivation at a price that
the current Board has determined is substantially inadequate and
not in the best interests of the Company and its stockholders.
- Sanofi has no duty to act in the best
interests of the Company’s stockholders (including when selecting
the Sanofi nominees to serve on the Board). It would be in Sanofi’s
and its shareholders’ interest to buy the Company at the lowest
possible price.
5. The Sanofi Consent Solicitation Is a Tactic to
Facilitate Sanofi’s Proposal, Which Substantially Undervalues the
Company and its Leading Oncology Franchise.
- The Sanofi proposal does not reflect
the value inherent in Medivation’s future prospects. Medivation has
built XTANDI into a rapidly growing, multi-billion dollar oncology
product. The Company has significant scarcity value as one of only
a few profitable, commercial-stage oncology companies.
- XTANDI’s patent life should enable
Medivation to capitalize on further applications of the
product.
- XTANDI has potential application in
other cancer treatments that have a large addressable patient
population.
- XTANDI’s success has laid the
groundwork for future growth of Medivation. XTANDI’s success has
not only allowed Medivation to grow quickly into a profitable
company, but it has also allowed Medivation to make strategic
investments and acquire other significant oncology assets, which we
believe have enormous upside potential.
6. The Sanofi Proposal, Which Sanofi Seeks to Pursue
Through Its Consent Solicitation, Would Deny Medivation’s
Stockholders the Value of Medivation’s Wholly Owned, Innovative
Late-Stage Pipeline.
- The Sanofi proposal seeks to deny our
stockholders the value of Medivation’s highly promising, late-stage
pipeline, and instead secure it for the benefit of Sanofi and its
shareholders. In addition to its leading oncology franchise,
Medivation has a highly promising, late-stage oncology pipeline
with upcoming milestones that we believe have the potential to
dramatically increase the pipeline’s value.
- Talazoparib and pidilizumab represent
enormous opportunities for Medivation’s stockholders. Medivation’s
management believes that the addressable market for talazoparib in
just the United States and Europe is more than $30 billion and that
the addressable market for pidilizumab just in the United States is
more than $5 billion.
- Medivation’s current stock price does
not fully value its wholly owned late-stage pipeline. Our Board
believes that the additional value attributable to our wholly
owned, robust and highly attractive pipeline has not yet been
recognized in Medivation’s stock price and certainly not in the
Sanofi proposal, which is priced at 21% below Medivation’s 52-week
trading high.
7. Sanofi’s Track Record in Oncology Raises Serious
Concerns About its Ability to Ascribe Appropriate Value to
Medivation’s Business.
- Sanofi’s track record in oncology
raises serious concerns about its understanding of the value of
Medivation’s business. Sanofi’s lack of recent success in oncology,
and the significant deterioration of its oncology franchise,
suggest that it is not well-suited to evaluate or realize the
significant opportunities associated with Medivation’s oncology
assets.
- Sanofi’s flawed development of
Genzyme’s oncology agent alemtuzumab for a new indication casts
further doubt on Sanofi’s ability to ascribe appropriate value to
Medivation’s oncology franchise and pipeline. Sanofi’s lengthy
attempt to develop Genzyme’s alemtuzumab for multiple sclerosis
(Sanofi took 29 months to receive approval for only a subset of
patients) limited the drug’s commercial value. We believe that
Sanofi’s failure to maximize the commercial value of alemtuzumab
may also cause it to ascribe an inappropriately conservative value
to our oncology franchise and pipeline.
- Sanofi is attempting to capitalize on
Medivation’s outstanding record of identifying blockbuster
opportunities in oncology to make up for its past failures.
8. Sanofi’s Proposal is Subject to Material
Contingencies that Create Major Uncertainty and Risk.
- The Sanofi proposal contains a very
lengthy list of due diligence requirements. The Sanofi proposal is
conditioned on a due diligence investigation by Sanofi, which would
enable Sanofi to walk away from a potential transaction for any or
no reason at any time, including following completion of its due
diligence review.
- Medivation’s stockholders have no
assurance that the Sanofi proposal can be completed.
Evercore and J.P. Morgan are serving as financial advisors to
Medivation, and Wachtell, Lipton, Rosen & Katz and Cooley LLP
are acting as legal counsel.
About Medivation, Inc.
Medivation, Inc. is a biopharmaceutical company focused on the
development and commercialization of medically innovative therapies
to treat serious diseases for which there are limited treatment
options. Medivation aims to transform the treatment of these
diseases and offer hope to critically ill patients and their
families. For more information, please visit us at
http://www.medivation.com.
Forward-Looking Statements
Forward-looking statements are made throughout this press
release. The forward-looking statements in this press release
include, but are not limited to, statements regarding Medivation’s
strategy, plans, initiatives and anticipated financial performance,
expected clinical and regulatory developments and the potential for
XTANDI and Medivation’s pipeline assets and how they will drive
growth for Medivation, and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may also be identified by words
such as “believes,” “should,” “potential,” “suggest” or similar
expressions. All forward-looking statement are subject to risks and
uncertainties which may cause actual results to differ
significantly from those expressed or implied by such
forward-looking statements. Factors that could cause or contribute
to such differences include, but are not limited to, general
economic conditions, Medivation’s dependence on its collaboration
relationship with Astellas to support the continued
commercialization of XTANDI® (enzalutamide) capsules despite
increasing competitive, reimbursement and economic challenges;
risks that unexpected adverse events could impact sales of XTANDI;
the inherent uncertainty associated with the regulatory approval
process; and other risks detailed in Medivation's filings with the
Securities and Exchange Commission, or SEC, including its annual
report on Form 10-K for the year ended December 31, 2015, which was
filed on February 26, 2016, and its latest Quarterly Report on Form
10-Q. You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
press release. Medivation disclaims any obligation or undertaking
to update, supplement or revise any forward-looking statements
contained in this press release.
Additional Information
This press release is neither an offer to buy nor a solicitation
of an offer to sell any securities of Medivation. No tender offer
for the shares of Medivation has commenced at this time. In
connection with its proposed transaction, Sanofi has filed a
preliminary consent solicitation statement with the SEC and may
file tender offer or other documents with the SEC. Medivation has
filed a preliminary Consent Revocation Statement with the SEC.
Stockholders may obtain the preliminary Consent Revocation
Statement (including any amendments or supplements thereto) and any
related materials, free of charge, at the website of the SEC at
www.sec.gov, and from any solicitation agent named in the consent
revocation materials. Medivation will furnish a definitive Consent
Revocation Statement to its stockholders together with a GREEN
consent revocation card when available. Stockholders may also
obtain, at no charge, any such documents filed with or furnished to
the SEC by Medivation under the “SEC Filings” tab in the “Investor
Relations” section of Medivation’s website at www.medivation.com.
Stockholders are advised to read the Consent Revocation Statement
(including any amendments or supplements thereto), as well as any
other documents relating to the consent solicitation that are filed
with the SEC, carefully and in their entirety prior to making any
decisions because these documents will contain important
information.
Certain Information Regarding Participants
Medivation, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of revocations
in connection with Sanofi’s consent solicitation. Information
regarding the identity of these participants and their direct or
indirect interests, by shareholdings or otherwise, is set forth in
the preliminary Consent Revocation Statement filed with the SEC in
connection with the consent solicitation. Information regarding the
names of Medivation’s directors and executive officers and their
respective interests in Medivation by security holdings or
otherwise is also set forth in Medivation’s proxy statement for the
2016 Annual Meeting of Shareholders, filed with the SEC on April
28, 2016. Additional information can also be found in Medivation’s
Annual Report on Form 10-K for the year ended December 31, 2015,
filed with the SEC on February 26, 2016, and in Medivation’s latest
Quarterly Report on Form 10-Q.
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version on businesswire.com: http://www.businesswire.com/news/home/20160527005329/en/
Investors:Medivation, Inc.Anne Bowdidge,
650-218-6900orMedia:Sard Verbinnen & CoSteven Goldberg,
310-201-2040orRon Low/Meghan Gavigan, 415-618-8750orMichael Henson,
+44 (0) 20 3178 8914
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