Medivation shares details on three competing bids Pfizer topped In a regulatory filing earlier, Medivation (MDVN) provided details on the background of Pfizer's (PFE) offer to acquire the company, which the companies previously disclosed on August 22 had been accepted.
In the SEC filing, Medivation noted that on March 22, Olivier Brandicourt, CEO of Sanofi (SNY), contacted Medivation CEO David Hung, on an unsolicited basis, and requested a telephone discussion.
In late March, media publications reported rumors of Sanofi's potential acquisition interest in Medivation and that Medivation had hired financial advisors in connection with the defense of a possible strategic transaction. Following those media reports, three industry participants contacted J.P. Morgan to indicate an interest in participating in any strategic discussions Medivation might initiate and a fourth industry participant contacted Dr. Hung to express interest in the same, the company said.
On April 20, the senior VP of Worldwide Business Development at Pfizer contacted Dr. Hung to indicate an interest in participating in any strategic discussions Medivation might initiate. About a week later, Sanofi issued a press release publicly announcing Sanofi's $52.50 proposal. Later that morning, the Medivation board of directors held its previously scheduled special meeting, following which the board unanimously rejected Sanofi's $52.50 proposal, concluding that it substantially undervalued Medivation. From late June through early July, J.P. Morgan and Evercore contacted eleven industry participants, which included Pfizer and the four companies that had initially indicated interest in late March. Medivation also contacted a twelfth industry participant to explore preliminary interest in a potential strategic transaction.
In early July, Medivation granted Pfizer, and the other interested parties that had executed confidentiality agreements with Medivation, access to an electronic data room containing certain information regarding Medivation's business and operations. Medivation then entered into confidentiality agreements with a fourth and fifth industry participant initially contacted by Medivation's financial advisors.
On Friday, August 19, each of Pfizer, "Company 1," "Company 2," and "Company 3" submitted a definitive proposal for an all-cash acquisition of Medivation. "Company 4" declined to submit a definitive proposal and ceased participation in the strategic transaction process. The definitive proposals, in order of increasing valuation, were from Company 3 for $72.50 per Share in cash, Company 1 for $73.00 per Share in cash, Company 2 for $75.50 per Share in cash, and Pfizer for $77.00 per Share in cash, the company disclosed. On August 20, each of Pfizer, Company 1, and Company 2 submitted a final proposal, each of which had been approved by the board of directors of the respective bidding party.
Pfizer submitted a revised final proposal to acquire Medivation for $81.50 per share. Company 1 submitted a revised final proposal to acquire Medivation for $80.25 per share. Company 2 submitted a revised final proposal to acquire Medivation for $80.00 per share. Company 3 notified Medivation's financial advisors that it would not be submitting a revised proposal, the filing indicates. Earlier this month, Reuters reported that Merck (MRK) was among at least five pharmaceutical companies that submitted notices of interest in acquiring Medivation, joining Sanofi, Pfizer, Celgene (CELG) and Gilead Sciences (GILD), according to sources.
