Sanofi Takes Case for Medivation to the SEC
French drugmaker Sanofi, which is pursuing a takeover of US biopharmaceuticals producer Medivation, has filed an investor presentation with the US Securities and Exchange underscoring the benefits it believes a fusion would offer the shareholders of both companies and stressed that it expects June to bring a decisive turn in its ongoing quest.
Among other talking points, Sanofi repeated earlier statements that an acquisition would provide “compelling” strategic and financial benefits for all shareholders, in particular that it would accelerate the French player’s strategic priority of rebuilding a competitive position in oncology. Sanofi stressed also that the proposal “is not subject to any financing condition” and it is “confident in its ability to receive all necessary regulatory approvals.”
In its drive to prod the US drugmaker into considering a deal, Sanofi again dangled a carrot in front of Medivation’s management, stressing that if the board were “willing to engage and provide information,” it might increase its initial $9 billion offer, thus adding “significant” value. It did not reveal how high it would be prepared to go.
In the filing, Sanofi said it would be willing to enter into a customary confidentiality agreement with Medivation, “which would include a reasonable standstill to give time for the company to conduct a sale process.”
As earlier, the Paris-based pharmaceutical producer suggested that Medivation shareholders could demonstrate support for a transaction by removing and replacing that company’s board with directors “committed to acting in the best interest of maximizing value for shareholders.” It added that it believes Medivation's shareholders “overwhelmingly support the sale.”
Sanofi said it sees “a clear path to completion,” noting that “the record date to determine Medivation shareholders entitled to give their written consent has been established as June 1, 2016.”
Further, the company noted that it expects the initial waiting period under the US Hart-Scott-Rodino (HSR) act to expire on June 13, 2016 and anticipates filing definitive consent solicitation materials in mid-June 2016.
On June 3, 2016 Sanofi signed a consent for the shares it owns in Medivation and now expects that the 60-day consent solicitation period will conclude “no later than August 1, 2016.”
