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 1, 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) |
| 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 1, 2016, Medivation, Inc. (the “Company”) issued a press release announcing that the Company’s board of directors (the “Board”) established a record date to determine which of the Company’s stockholders are eligible to participate in the proposed solicitation of written consents by Sanofi. A copy of the press release is attached hereto as Exhibit 99.1.
On June 1, 2016, the Company sent a letter to its employees addressing the establishment of the aforementioned record date by the Board. A copy of the letter 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 1, 2016. | |
| 99.2 | Letter to Medivation employees sent on June 1, 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 1, 2016 | By: | /s/ Andrew Powell | ||||
| Andrew Powell | ||||||
| General Counsel | ||||||
EXHIBIT INDEX
| 99.1 | Press release of Medivation, Inc. dated June 1, 2016. | |
| 99.2 | Letter to Medivation employees sent on June 1, 2016. | |
Exhibit 99.1
MEDIVATION SETS RECORD DATE FOR SANOFI’S PROPOSED CONSENT SOLICITATION
SAN FRANCISCO, CA – June 1, 2016 – Medivation, Inc. (NASDAQ: MDVN) today confirmed that it has received a request from Sanofi to establish a record date to determine which of the Company’s stockholders are eligible to participate in the proposed solicitation of written consents by Sanofi (the “Sanofi Consent Solicitation”). In accordance with that request, the Company’s Board of Directors has set the close of business on June 1, 2016 as the record date for the Sanofi Consent Solicitation.
The solicitation of consent forms is not permitted prior to the clearance of solicitation materials by the Securities and Exchange Commission. Following SEC clearance of Sanofi’s consent solicitation statement, Medivation stockholders of record as of June 1, 2016 are eligible to submit consents or consent revocations.
Evercore and J.P. Morgan are serving as financial advisors to Medivation, and Wachtell, Lipton, Rosen & Katz and Cooley LLP are 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.
Forward-Looking Statements
Forward-looking statements are made throughout this press release. The forward-looking statements in this press release include, but are not limited to, statements regarding Medivation’s strategy, plans, initiatives and anticipated financial performance, expected clinical and regulatory developments and the potential for XTANDI and Medivation’s pipeline assets and how they will drive growth for Medivation, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may also be identified by words such as “believes,” “should,” “potential,” “suggest” or similar expressions. All forward-looking statement are subject to risks and uncertainties which may cause actual results to differ significantly from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, general economic conditions, Medivation’s dependence on its collaboration relationship with Astellas to support the continued commercialization of XTANDI® (enzalutamide) capsules despite increasing competitive, reimbursement and economic challenges; risks that unexpected adverse events could impact sales of XTANDI; the inherent uncertainty associated with the regulatory approval process; and other risks detailed in Medivation’s filings with the Securities and Exchange Commission, or SEC, including its annual report on Form 10-K for the year ended December 31, 2015, which was filed on February 26, 2016, and its latest Quarterly Report on Form 10-Q. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this press release. Medivation disclaims any obligation or undertaking to update, supplement or revise any forward-looking statements contained in this press release.
Additional Information
This press release 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 preliminary consent solicitation statement with the SEC and may file tender offer or other documents with the SEC. Medivation has filed a preliminary Consent Revocation Statement with the SEC. Stockholders may obtain the preliminary 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. Medivation will furnish a definitive Consent Revocation Statement to its stockholders together with a GREEN consent revocation card when available. 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 Medivation’s 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 will 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 Sanofi’s consent solicitation. Information regarding the identity of these participants and their direct or indirect interests, by shareholdings or otherwise, is set forth in the preliminary Consent Revocation Statement filed with the SEC in connection with the consent solicitation. Information regarding the names of Medivation’s directors and executive officers and their respective interests in Medivation by security holdings or otherwise is also set forth in Medivation’s proxy statement for the 2016 Annual Meeting of Shareholders, filed with the SEC on April 28, 2016. Additional information can also be found in Medivation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016, and in Medivation’s latest Quarterly Report on Form 10-Q.
Contacts:
Investors
Medivation, Inc.
Anne Bowdidge, 650-218-6900
or
Additional Investor Contact
MacKenzie Partners, Inc.
Dan Burch/Bob Marese, 212-929-5500
or
Media
Sard Verbinnen & Co
Ron Low/Meghan Gavigan, 415-618-8750
or
Michael Henson, +44 (0) 20 3178 8914
Exhibit 99.2
Dear Team,
As you may have seen, today Sanofi issued a press release requesting that the Medivation Board of Directors set a record date regarding its proposed consent solicitation – through which it is seeking stockholder approval to replace all the members of our Board of Directors. In accordance with this request, our Board of Directors set the record date for today, June 1, 2016. Our press release announcing the record date can be found here: http://investors.medivation.com/releasedetail.cfm?ReleaseID=973881
Today’s request from Sanofi is a simple procedural matter that determines which stockholders will be eligible to participate in the proposed consent solicitation. To be clear, Sanofi’s consent solicitation statement still needs to receive clearance from the SEC before stockholders can take any action.
While this development is straightforward and one we expected, it may still generate interest from members of the media. In any case, it should continue to be business as usual for all of us at Medivation. Let’s stay laser-focused on executing our strategy.
We will continue keep you informed of significant developments and appreciate your continued dedication to Medivation and our patients.
Sincerely,
David & Marion
Forward-Looking Statements
Forward-looking statements are made throughout this employee communication and the press release it references. These forward-looking statements include, but are not limited to, the proposal by Sanofi, Medivation’s strategy, plans and initiatives, the potential for XTANDI and Medivation’s pipeline candidates, and how they will drive growth for Medivation, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may also be identified by words such as “may,” “should,” or similar expressions. All forward-looking statement are subject to risks and uncertainties which may cause actual results to differ significantly from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, general economic conditions, Medivation’s dependence on its collaboration relationship with Astellas to support the continued commercialization of XTANDI® (enzalutamide) capsules despite increasing competitive, reimbursement and economic challenges; risks that unexpected adverse events could impact sales of XTANDI; the inherent uncertainty associated with the regulatory approval process; and other risks detailed in Medivation’s filings with the Securities and Exchange Commission, or SEC, including its annual report on Form 10-K for the year ended December 31, 2015, which was filed on February 26, 2016, and its latest Quarterly Report on Form 10-Q. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this letter. Medivation disclaims any obligation or undertaking to update, supplement or revise any forward-looking statements contained in this letter.
Additional Information
This employee communication 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 preliminary consent solicitation statement with the SEC and may file tender offer or other documents with the SEC. Medivation has filed a preliminary Consent Revocation Statement with the SEC. Stockholders may obtain the preliminary 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. Medivation will furnish a definitive Consent Revocation Statement to its stockholders together with a GREEN consent revocation card when available. 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 Medivation’s 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 any the consent solicitation that are filed with the SEC, carefully and in their entirety prior to making any decisions because these documents will 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 Sanofi’s consent solicitation. Information regarding the identity of these participants and their direct or indirect interests, by shareholdings or otherwise, is set forth in the preliminary Consent Revocation Statement filed with the SEC in connection with the consent solicitation. Information regarding the names of Medivation’s directors and executive officers and their respective interests in Medivation by security holdings or otherwise is also set forth in Medivation’s proxy statement for the 2016 Annual Meeting of Shareholders, filed with the SEC on April 28, 2016. Additional information can also be found in Medivation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 26, 2016 and in Medivation’s latest Quarterly Report on Form 10-Q.