Medivation Advises Its Shareholders To Spurn Sanofi's Move To Replace Entire Board

Medivation Inc (NASDAQ: MDVN) disclosed that it advised its stockholders to reject Sanofi SA (ADR) (NYSE: SNY)'s attempt to replace its entire board of directors with hand-picked nominees through a proposed consent solicitation. The company believes it was a strategy for Sanofi to make easy its substantially inadequate and opportunistically-timed proposal to buy it.

Medivation indicated it would promptly file consent revocation materials with the SEC in the United States.

Related Link: Sanofi Names Candidates, Committed To Replacing Medivation's Entire Board

The company's president and CEO, David Hung, reacted by saying, "Medivation's experienced Board of Directors has been instrumental in overseeing a strategy that has created a leading oncology franchise, delivered consistently strong financial performance, and positioned the company for future growth through its innovative late-stage pipeline. Under the leadership of its Board of Directors, Medivation has achieved great success and rewarded its stockholders with extraordinary results, delivering total stockholder returns of more than 1,440 percent since 2009."

He added, "In contrast, Sanofi has no duty to act in the best interests of Medivation or its stockholders. Its proposal to replace our existing directors with its own hand-picked nominees is simply a tactical maneuver to facilitate a transaction that will transfer value that rightly belongs to Medivation stockholders to Sanofi."

Company Responds

The company said that on April 29 its board unanimously rejected Sanofi's unsolicited, non-binding proposal to acquire it for $52.50 per share in cash as it considerably undervalued the company, its leading oncology franchise and its innovative, late-stage pipeline. The drug maker said that it reached its conclusion about Sanofi's proposal based on a thorough analysis of the commercial momentum and outlook of the company's marketed product, XTANDI; its excellent pipeline of prospects; its track record of successful drug development; and its history of delivering superior returns to stockholders.

Medivation's chairman, Kim Blickenstaff, also reacted, "Sanofi is seeking to take control of our Board in a clear attempt to circumvent objective deliberations over what course of action is in the best interests of all Medivation stockholders. The unattractive economics of Sanofi's proposal — which the Board has already determined to be substantially inadequate — have not changed. The Medivation Board remains committed to ensuring that our stockholders retain the ability to benefit from the significant value creation potential of our Company."

At time of writing, Medivation was down 0.10 percent at $61.85, while Sanofi was up 2.19 percent at $41.09.