UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2016
MEDIVATION, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-32836 | 13-3863260 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
525 Market Street, 36th Floor
San Francisco, California 94105
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (415) 543-3470
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On June 24, 2016, Medivation, Inc. (the Company) issued a press release announcing that Glass, Lewis & Co., LLC recommends that the Companys stockholders support the Companys board of directors by rejecting Sanofis solicitation efforts (the Glass Lewis Recommendation). A copy of the press release is attached hereto as Exhibit 99.1.
On June 24, 2016, the Company sent a letter to its employees addressing the Glass Lewis Recommendation. A copy of the letter to the Companys employees is attached hereto as Exhibit 99.2.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Press release of Medivation, Inc. dated June 24, 2016. | |
99.2 | Letter to Medivation employees sent on June 24, 2016. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MEDIVATION, INC. | ||||||
Dated: June 24, 2016 | By: | /s/ Andrew Powell | ||||
Andrew Powell | ||||||
General Counsel |
EXHIBIT INDEX
99.1 | Press release of Medivation, Inc. dated June 24, 2016. | |
99.2 | Letter to Medivation employees sent on June 24, 2016. |
Exhibit 99.1
GLASS LEWIS RECOMMENDS MEDIVATIONS STOCKHOLDERS
SUPPORT THE COMPANYS CURRENT BOARD
Medivation Continues to Urge Stockholders to Reject Sanofis Self-Serving Solicitation Efforts
SAN FRANCISCO, CA June 24, 2016 Medivation, Inc. (NASDAQ: MDVN) today announced that independent proxy advisory firm Glass, Lewis & Co., LLC (Glass Lewis) recommends that Medivations stockholders support the Companys Board of Directors by rejecting Sanofis solicitation efforts.
Commenting on the Glass Lewis report, Medivation stated: We are pleased with Glass Lewis report, which underscores our belief that Sanofis 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 companys green consent revocation card.
In making its recommendation, Glass Lewis notes the following*:
On Medivations Board of Directors
| the Companys 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 Sanofis $52.50 Proposal
| At this point, it appears to us that investors generally agree with the Companys board that the Initial Sanofi Proposal undervalues the Company, as evidenced by the fact that the Companys shares have traded well above Sanofis 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 Companys shareholders should continue supporting the current Medivation board at this time. In our view, Sanofis proposed shakeup to the Companys board composition would likely be more disruptive than beneficial to the Companys shareholders. |
On Sanofis 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 Companys shareholders. |
On Sanofis 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 Sanofis 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 Sanofis solicitation efforts. Stockholders may do this by one of three ways:
1. | Mark the YES, REVOKE MY CONSENT boxes on the GREEN Consent Revocation Card |
2. | Discard Sanofis consent solicitation materials and do not submit Sanofis WHITE consent card, or |
3. | If you have already signed and returned Sanofis 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.
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 Medivations 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 Sanofis 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 Medivations directors and executive officers and their respective interests in Medivation by security holdings or otherwise is also set forth in Medivations proxy statement for the 2016 Annual Meeting of Stockholders, filed with the SEC on April 28, 2016. Additional information can also be found in Medivations Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016, and in Medivations latest Quarterly Report on Form 10-Q.
Contacts:
Investors:
Medivation, Inc.
Anne Bowdidge, 650-218-6900
or
MacKenzie Partners, Inc.
Dan Burch/Bob Marese, 212-929-5500
or
Media:
Sard Verbinnen & Co
Ron Low/David Isaacs, 415-618-8750
or
Michael Henson, +44 (0) 20 3178 8914
Exhibit 99.2
Dear Team,
We are very pleased to share that Glass Lewis, a leading proxy advisory firm that provides recommendations to investors on proxy votes, has recommended that Medivations stockholders support our Board of Directors and reject Sanofis solicitation efforts.
Their report is a ringing endorsement of both our highly experienced Board members, all of whom are tirelessly committed to working for our stockholders, and our belief that Sanofis proposal grossly undervalues our company. We encourage you to read the press release we issued earlier this morning, which includes excerpts from the Glass Lewis report a copy of the press release can be found on our dedicated website, www.medivationforstockholders.com, and here:
http://investors.medivation.com/releasedetail.cfm?ReleaseID=977010.
We know there has been a number of communications in the past few weeks, along with continued press attention on our company. We want to thank each of you for your continued great work, patience, and focus, and for everything you have done to bring Medivation to where we are today.
Sincerely,
David & Marion
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 Medivations 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 Sanofis 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 Medivations directors and executive officers and their respective interests in Medivation by security holdings or otherwise is also set forth in Medivations proxy statement for the 2016 Annual Meeting of Stockholders, filed with the SEC on April 28, 2016. Additional information can also be found in Medivations Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016, and in Medivations latest Quarterly Report on Form 10-Q.
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