Glass Lewis Recommends Medivation’s Stockholders Support the Company’s Current Board
June 24 2016 - 8:30AM
Business Wire
Medivation Continues to Urge Stockholders to
Reject Sanofi’s Self-Serving Solicitation Efforts
Medivation, Inc. (NASDAQ:MDVN) today announced that independent
proxy advisory firm Glass, Lewis & Co., LLC (“Glass Lewis”)
recommends that Medivation’s stockholders support the Company’s
Board of Directors by rejecting Sanofi’s solicitation efforts.
Commenting on the Glass Lewis report, Medivation stated: “We are
pleased with Glass Lewis’ report, which underscores our belief that
Sanofi’s opportunistic proposal grossly undervalues Medivation. The
members of our highly qualified Board of Directors, who have a
proven track record of delivering value, remain committed to acting
in the best interests of our stockholders. We encourage our
stockholders to follow Glass Lewis’ recommendation to support our
Directors by marking and returning the company's green consent
revocation card.”
In making its recommendation, Glass Lewis notes the
following*:
On Medivation’s Board of
Directors
- “…the Company’s board currently comprises a fairly reasonable
mix of longstanding experience and fresh perspectives.
Additionally, several of the Incumbent Directors appear to us to
have a good amount of experience in reviewing and signing off on
premium merger transactions at other firms where they have held
directorships.”
On Sanofi’s $52.50 Proposal
- “At this point, it appears to us that investors generally agree
with the Company’s board that the Initial Sanofi Proposal
undervalues the Company, as evidenced by the fact that the
Company’s shares have traded well above Sanofi’s offer price of
$52.50 per Medivation share ever since the initial announcement of
such proposal. We also believe that the Company is not in any sort
of significant dire financial straits at this time that would
warrant accepting a low-ball takeover offer.”
- “…we believe that the Company’s shareholders should continue
supporting the current Medivation board at this time. In our view,
Sanofi’s proposed shakeup to the Company’s board composition would
likely be more disruptive than beneficial to the Company’s
shareholders.”
On Sanofi's Nominees
- "Notwithstanding the fact that the Dissident Nominees are not
employed by Sanofi, we believe that the Dissident Nominees, if duly
elected as part of the consent solicitation process, would almost
assuredly try to push through a takeover offer from Sanofi onto the
Company’s shareholders."
On Sanofi's Tactics
- "Our concerns regarding the timing of the Initial Sanofi
Proposal are further bolstered by the manner in which Sanofi
presented its proposal. Specifically, in mid-April 2016, Sanofi
privately submitted the Initial Sanofi Proposal on an unsolicited
basis. In response, the Company notified Sanofi that the Medivation
board would review and respond to the proposal in due course. We
find no evidence to suggest that the Company was not earnestly
considering the Initial Sanofi Proposal during that time, as the
Company had retained a second financial adviser and had scheduled
two special board meetings to review the offer. However, a little
less than two weeks later, and just before the Company could wrap
up its review of the Initial Sanofi Proposal, Sanofi decided to
take its offer public. This suggests to us that Sanofi is likely
more interested in pressuring the Company into a sale transaction
with Sanofi rather than affording sufficient time to allow the
Company to conduct a full review.”
- ”We suspect that Sanofi’s primary motivation for pursuing the
consent solicitation here is to pressure the Company to accept the
Initial Sanofi Proposal or some other offer by Sanofi…”
Medivation urges its stockholders to reject Sanofi’s
solicitation efforts. Stockholders may do this by one of three
ways:
1. Mark the “YES, REVOKE MY CONSENT” boxes on the
GREEN Consent Revocation Card2. Discard Sanofi’s consent
solicitation materials and do not submit Sanofi’s WHITE consent
card, or3. If you have already signed and returned Sanofi’s WHITE
consent card, complete, sign, date and mail the GREEN
Consent Revocation Card as soon as possible.
Medivation stockholders of record as of June 1, 2016 are
eligible to submit consents or consent revocations by August 2,
2016. For more information, stockholders can visit
www.MedivationForStockholders.com.
If you have any questions, please call
MacKenzie Partners at the phone numbers listed below.
MacKenzie Partners, Inc.
105 Madison Avenue New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
* Permission to quote from the Glass Lewis report was neither
sought nor obtained.
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.
Additional Information
This document 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 consent
solicitation statement with the SEC and may file tender offer or
other documents with the SEC. Medivation has filed with the SEC a
definitive consent revocation statement together with a GREEN
consent revocation card. Stockholders may obtain the 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. 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 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 definitive 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 Stockholders, 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/20160624005286/en/
Investors:Medivation, Inc.Anne Bowdidge, 650-218-6900orMacKenzie
Partners, Inc.Dan Burch/Bob Marese, 212-929-5500orMedia:Sard
Verbinnen & CoRon Low/David Isaacs, 415-618-8750orMichael
Henson, +44 (0) 20 3178 8914
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