This Confidentiality Agreement involves
Title: MEDIVATION ENTERS INTO CONFIDENTIALITY AGREEMENTS, INCLUDING WITH SANOFI Sanofi to Terminate its Consent Solicitation Board Committed to Delivering Value and Acting in Stockholders' Best Interests
Industry: Biotechnology and Drugs Law Firm: Wachtell Lipton Sector: Healthcare
MEDIVATION ENTERS INTO CONFIDENTIALITY AGREEMENTS, INCLUDING WITH SANOFI
Sanofi to Terminate its Consent Solicitation
Board Committed to Delivering Value and Acting in Stockholders’ Best Interests
SAN FRANCISCO, CA – July 5, 2016 – Medivation, Inc. (NASDAQ: MDVN) today announced that it has entered into confidentiality agreements with a number of parties that have expressed interest in exploring a potential transaction and demonstrated that interest to the Board of Directors’ satisfaction. Medivation also confirmed that it entered into a confidentiality agreement with Sanofi and that Sanofi agreed to terminate its consent solicitation. Before entering into the confidentiality agreement with Sanofi, Medivation received from Sanofi, and Medivation’s Board of Directors unanimously rejected as not in the best interests of the company and its stockholders, a new unsolicited proposal to acquire Medivation. The proposal, which was conditional upon the execution of a confidentiality agreement and the receipt of information, was for $58.00 per share in cash plus a Contingent Value Right for talazoparib sales representing a potential payment in 2022 of a maximum of $3.00 per share.
The confidentiality agreements include customary six-month standstill provisions, subject to limited early termination events, and Medivation expects to provide each party the opportunity in the near term to review non-public information and meet with Medivation’s management.
Kim Blickenstaff, Chairman of Medivation’s Board of Directors, said, “Medivation has significant scarcity value as one of the only profitable, commercial-stage oncology companies, and management has been successfully executing a strategy that is generating outstanding returns for our stockholders. At the same time, our Board remains committed to objectively considering all avenues that may enhance our ability to deliver superior value. Our decision to enter into these agreements is consistent with our focus on stockholder interests, and will allow interested parties to fully understand the significant value of our XTANDI franchise and the enormous potential of our pipeline, including talazoparib, our promising, potential best-in-class PARP inhibitor.”
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