Sanofi Moves to Replace Medivation's Board
French drugmaker Sanofi today said it has filed definitive consent solicitation materials with the US Securities and Exchange Commission (SEC) seeking to remove and replace the members of Medivation board of directors with eight candidates of its own. The company, which called its nominees “independent and highly-qualified,” said the individuals are “committed to fully and fairly evaluating all of Medivation's strategic options,” including its acquisition offer.
Sanofi also has mailed a letter to the shareholders, enclosing a white consent card, with which they can demonstrate support for a sale. For its proposals to become effective, the written consents would have to represent a majority of the outstanding shares in Medivation as of the close of business on Jun. 1, 2016.
The company has set Jul. 25 as the deadline for the consent cards to be returned, while reserving the right to extend the deadline.
The French drugmaker said it believes the current Medivation board is not acting in the best interests of its shareholders, due to its “consistent refusal” to substantively engage, beyond its continued rejection, with Sanofi on its all-cash offer of $52.50 per share.
“This is all the more concerning” Sanofi said, “given that we have been very clear that we would be in a position to increase our offer and we are confident that we will be able to offer significant additional value if Medivation were to engage and provide information. “
Olivier Brandicourt, Sanofi’s CEO, said the drugmaker has had “extensive conversations with Medivation shareholders” and believes “there is overwhelming support for Medivation to undertake a sale process that includes Sanofi.”
In a letter of its own to its shareholders, Medivation, wrote: “We urge you to resist Sanofi's attempt to capture for itself value that rightly belongs to you, the Medivation stockholders, by rejecting Sanofi's attempt to replace your board with its own handpicked slate of director nominees.”
Analysts called Sanofi's letter to shareholders the next step in an “unorthodox takeover process.” Some of them said Sanofi should raise the bid before approaching Medivation’s shareholders. If Medivation rejected it they would only then have a case for replacing the board.
