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2016-05-05

Sanofi : Sanofi Sends Letter to Medivation's Board of Directors

Sanofi Sends Letter to Medivation's Board of Directors

Paris, May 5, 2016
-Sanofitoday announced that it has sent a letter to Medivation, Inc.'s
(NASDAQ: MDVN) Board of Directors. The full text of the letter reads as
follows:

Board of Directors
Medivation, Inc.
525 Market Street, 36th floor
San Francisco, CA 94105

Paris, May 4th, 2016

Dear Members of the Board of Directors,

Since we publicly disclosed our proposal to acquire Medivation, we have had
extensive conversations with your top shareholders. We believe there is
overwhelming support by your shareholders for a transaction. Absent our
proposal, we believe that the Medivation shares would be trading in the
$30's. Medivation traded at $27 per share less than three months ago, and our
proposal is almost a 100% premium to that price. It is over a 50% premium to
average trading prices prior to there being takeover rumors.

I want to reiterate our preference to engage with you to negotiate a
transaction. We believe immediate engagement would be in the best interests
of your shareholders as it would enable them promptly to realize substantial
and certain value, while minimizing the disruption to your organization. We
believe we have offered a fair price, and a very attractive premium. Nothing
in your press release rejecting our proposal was new information to the
market. Having said that, if you engage in good faith discussions with us and
demonstrate additional value, we could be in a position to revise our offer.

You should know that an acquisition of Medivation is a priority for Sanofi and
we are committed to effecting it. If you are not prepared to engage with us,
we have no choice but to go directly to your shareholders. As you know, your
shareholders have the ability to act at any time by written consent to remove
and replace the Board. If the Medivation Board of Directors continues to
refuse to engage with us, then we intend to commence a process to remove and
replace members of the Board.

We remain enthusiastic about a potential combination with Medivation. We and
our advisors stand ready to meet at any time so we can work to quickly
consummate a mutually beneficial transaction.

Sincerely,

Olivier Brandicourt
Chief Executive Officer

-- End of Letter --
About Sanofi

Sanofi, a global healthcare leader, discovers, develops and distributes
therapeutic solutions focused on patients' needs. Sanofi is organized into
five global business units: Diabetes and Cardiovascular, General Medicines
and Emerging Markets, Sanofi Genzyme, Sanofi Pasteur and Merial. Sanofi is
listed in Paris (EURONEXT:SAN) and in New York (NYSE:SNY).
Sanofi Forward-Looking Statements
This press release contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995, as amended. Forward-looking
statements are statements that are not historical facts. These statements
include projections and estimates and their underlying assumptions,
statements regarding plans, objectives, intentions and expectations with
respect to future financial results, events, operations, services, product
development and potential, and statements regarding future performance.
Forward-looking statements are generally identified by the words "expects",
"anticipates", "believes", "intends", "estimates", "plans" and variations of
these words or comparable words. Although Sanofi's management believes that
the expectations reflected in such forward-looking statements are reasonable,
investors are cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Sanofi, that could cause actual
results and developments to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements.
These risks and uncertainties include among other things, risks that Sanofi
will ultimately not pursue a transaction with Medivation or Medivation will
reject engaging in any transaction with Sanofi; if a transaction is
negotiated between Sanofi and Medivation, risks related to Sanofi's ability
to complete the acquisition on the proposed terms; the possibility that
competing offers will be made; other risks associated with executing business
combination transactions, such as the risk that the businesses will not be
integrated successfully, that such integration may be more difficult,
time-consuming or costly than expected or that the expected benefits of the
acquisition will not be realized; risks related to future opportunities and
plans for the combined company, including uncertainty of the expected
financial performance and results of the combined company following
completion of the proposed acquisition; disruption from the proposed
acquisition, making it more difficult to conduct business as usual or
maintain relationships with customers, employees or suppliers; and the
possibility that if the combined company does not achieve the perceived
benefits of the proposed acquisition as rapidly or to the extent anticipated
by financial analysts or investors, the market price of Sanofi's shares could
decline, as well as other risks related Sanofi's and Medivation's respective
businesses, including the ability to grow sales and revenues from existing
products; competition, including potential generic competition; the ability
to protect intellectual property and defend patents; regulatory obligations
and oversight, the uncertainties inherent in research and development, future
clinical data and analysis, including post marketing, decisions by regulatory
authorities, such as the FDA or the EMA, regarding whether and when to
approve any drug, device or biological application that may be filed for any
such product candidates as well as their decisions regarding labelling and
other matters that could affect the availability or commercial potential of
such product candidates, the absence of guarantee that the product candidates
if approved will be commercially successful, the future approval and
commercial success of therapeutic alternatives, the Group's ability to
benefit from external growth opportunities, trends in exchange rates and
prevailing interest rates, the impact of cost containment initiatives and
subsequent changes thereto, the average number of shares outstanding as well
as those discussed or identified in the public filings with the SEC and the
AMF made by Sanofi, including those listed under "Risk Factors" and
"Cautionary Statement Regarding Forward-Looking Statements" in Sanofi's
annual report on Form 20-F for the year ended December 31, 2015. Other than
as required by applicable law, Sanofi does not undertake any obligation to
update or revise any forward-looking information or statements.

Additional Information
This communication does not constitute an offer to buy or solicitation of an
offer to sell any securities. No tender offer for the shares of Medivation
("Medivation") has commenced at this time. In connection with the proposed
transaction Sanofi ("Sanofi") may file tender offer documents, consent
solicitation documents or other documents with the U.S. Securities and
Exchange Commission ("SEC"). This communication is not a substitute for any
tender offer document, consent solicitation document or other document Sanofi
may file with the SEC in connection with the proposed transaction. Any
definitive tender offer document or consent solicitation document will be
mailed to stockholders of Medivation. INVESTORS AND SECURITY HOLDERS OF
MEDIVATION ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders will be able to obtain free copies of these documents
(if and when available) and other documents filed with the SEC by Sanofi
through the web site maintained by the SEC at
http://www.sec.gov
.

Certain Information Regarding Participants
Sanofi and certain of its directors and senior management may be deemed
participants in the solicitation of consents in connection with the proposed
transaction. Information regarding the special interests of these directors
and executive officers in the proposed transaction will be included in the
consent solicitation documents referenced above. Additional information
regarding the directors and senior management of Sanofi is also included in
Sanofi's annual report on Form 20-F for the year ended December 31, 2015,
which was filed with the SEC on March 4, 2016. This document is available
free of charge at the SEC's web site atwww.sec.gov.

Contacts:

-----------------------------------------------------------
| Media Relations Investor Relations |
| |
|Jack Cox and Laurence Bollack Sébastien Martel |
|Tel. : +33 (0)1 53 77 46 46 Tel.: +33 (0)1 53 77 45 45 |
|mr@sanofi.com ir@sanofi.com |
-----------------------------------------------------------

Public Relations Agency

Joele Frank, Andy Brimmer or Jim Golden

Joele Frank, Wilkinson Brimmer Katcher

Tel: +1-212-355-4449

PDF
http://hugin.info/152918/R/2010087/744002.pdf

---------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Sanofi via Globenewswire

HUG#2010087

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