0001193125-16-563708.txt : 20160428 0001193125-16-563708.hdr.sgml : 20160428 20160428161039 ACCESSION NUMBER: 0001193125-16-563708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160428 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160428 DATE AS OF CHANGE: 20160428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIVATION, INC. CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32836 FILM NUMBER: 161600166 BUSINESS ADDRESS: STREET 1: 525 MARKET STREET STREET 2: 36TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-543-3470 MAIL ADDRESS: STREET 1: 525 MARKET STREET STREET 2: 36TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: ORION ACQUISITION CORP II DATE OF NAME CHANGE: 19960408 8-K 1 d188809d8k.htm FORM 8-K Form 8-K

 

 

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): April 28, 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)

Registrant’s 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)

 

¨ 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 April 28, 2016, Medivation, Inc. (the “Company”) issued a press release confirming its receipt from Sanofi of an unsolicited, non-binding proposal to acquire all of the Company’s outstanding stock. A copy of the press release is attached hereto as Exhibit 99.1 and is also incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1    Press release dated April 28, 2016, entitled “Medivation Confirms Receipt of Unsolicited Proposal From Sanofi”.

 

-1-

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: April 28, 2016     By:  

/s/ Andrew Powell

      Andrew Powell
      General Counsel

EXHIBIT INDEX

 

99.1    Press release dated April 28, 2016, entitled “Medivation Confirms Receipt of Unsolicited Proposal From Sanofi”.
 EX-99.1 2 d188809dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

MEDIVATION CONFIRMS RECEIPT OF UNSOLICITED PROPOSAL FROM SANOFI

SAN FRANCISCO, CA – April 28, 2016 – Medivation, Inc. (NASDAQ: MDVN) (“Medivation” or the “Company”) confirmed today that it has received an unsolicited, non-binding proposal from Sanofi to acquire all outstanding shares of Medivation common stock for $52.50 in cash.

On April 15, 2016, Medivation’s Board of Directors received a private letter from Sanofi making an indicative, non-binding proposal to acquire the Company under the same economic terms, subject to completion of due diligence and other conditions. The Company promptly acknowledged receipt of the letter and committed to respond. Consistent with its fiduciary duties, the Board, with the assistance of its independent financial and legal advisors, immediately began the process of evaluating this proposal. As today’s public disclosure of this proposal does not differ materially from the private correspondence received less than two weeks ago, the Board expects to complete its review of the proposal at a scheduled meeting today and will provide an update promptly thereafter.

There are no assurances that a transaction will be reached or on what terms. Medivation stockholders are advised to take no action at this time.

Evercore and J.P. Morgan are serving as financial advisors to Medivation, and Cooley LLP is acting as legal counsel.

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

Contacts:

Investors

Medivation, Inc.

Anne Bowdidge (anne.bowdidge@medivation.com; 650.218.6900)

Media

Sard Verbinnen & Co.

Ron Low (rlow@sardverb.com; 415.618.8750)

Meghan Gavigan (mgavigan@sardverb.com; 415.618.8750)

Michael Henson (mhenson@sardverb.com; +44 (0).20.3178.8914)

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