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.
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“The company board has refused even to engage with us regarding our proposed offer”, it said.
The San Francisco company urged its shareholders Wednesday to reject Sanofi’s attempt at a board overhaul, reiterating its opinion that the Big Pharma’s $52.50-per-share offer “substantially undervalues” it.
Sanofi filed documents with the U.S. Securities and Exchange Commission (SEC) seeking the approval of Medivation shareholders for the board’s overthrow.
As a shareholder in Medivation, the French company has the right to seek written support from fellow shareholders to overturn the board of its USA rival.
“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”.
“Unfortunately, this has left us with no choice but to commence a process to elect directors who are more open to supporting the best interests of Medivation shareholders regarding a potential transaction”, he added.
In a separate letter to the Medivation board, Sanofi chief executive Olivier Brandicourt urged the United States firm to engage in talks. It would exercise a rule that allows Medivation shareholders to replace the board at any time.
Sanofi’s board nominees include former Arch Chemicals CEO Michael Campbell and Barbara Deptula, a former executive at Irish eye drugmaker Shire.
Sanofi said it was open to signing a confidentiality agreement so as obtain more information about Medivation, stressing that in such conditions it was in a position to increase its offer.
“We again request that you engage in good faith with Sanofi as part of a sale process”.
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Brandicourt said Sanofi was in a position to provide more value than any other party, given the strategic importance of the transaction to the Paris-based company. In 2011, the drug giant had pursued the rare disease drugmaker Genzyme for nine months, until the latter finally succumbed to pressure.
