UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
MEDIVATION, INC.
(Name of Subject Company)
MONTREAL, INC.
(Offeror)
PFIZER INC.
(Parent of Offeror)
(Names of Filing Persons)
Common stock, par value $0.01 per share
(Title of Class of Securities)
58501N101
(CUSIP Number of Class of Securities)
Margaret M. Madden, Esq.
Vice President and Corporate Secretary
Chief Counsel—Corporate Governance
Pfizer Inc.
235 East 42nd Street
New York, NY 10017-5755
(212) 733-2323
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Christopher Comeau
Paul Kinsella
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
(617) 951-7000
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
|
$14,313,533,055.67 |
$1,441,372.78 |
| * | Calculated solely for purposes of determining the filing fee. The calculation of the transaction value is determined by adding the sum of (i) 165,980,981 shares (inclusive of shares that are subject to vesting or performance conditions granted by Medivation, Inc. (“Medivation”) pursuant to Medivation’s Amended and Restated 2004 Equity Incentive Award Plan) of common stock, par value $0.01 per share of Medivation multiplied by the offer price of $81.50 per share, (ii) 10,337,344 shares subject to issuance pursuant to granted and outstanding stock options (which is calculated by multiplying the number of shares underlying such outstanding stock options by an amount equal to $81.50 minus a weighted average exercise price of $26.0548), (iii) 929,200 shares covered by granted and outstanding stock appreciation rights (which is calculated by multiplying the number of shares underlying such stock appreciation rights by an amount equal to $81.50 minus a weighted average base price of $12.0864), (iv) 1,539,300 shares subject to issuance pursuant to granted and outstanding restricted stock units multiplied by the offer price of $81.50 per share, (v) 198,901 shares subject to issuance pursuant to granted and outstanding performance share units (assuming the satisfaction of all applicable performance goals at the maximum levels) multiplied by the offer price of $81.50 per share, and (vi) 83,000 shares estimated to be subject to outstanding purchase rights under Medivation’s 2013 Employee Stock Purchase Plan multiplied by the offer price of $81.50. The calculation of the filing fee is based on information provided by Medivation as of August 18, 2016. |
| ** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2016, issued August 27, 2015, by multiplying the transaction valuation by 0.0001007. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $1,441,372.78 | Filing Party: Montreal, Inc. and Pfizer Inc. | |
| Form or Registration No.: Schedule TO | Date Filed: August 30, 2016 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Montreal, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Pfizer Inc., a Delaware corporation (“Pfizer”), with the U.S. Securities and Exchange Commission on August 30, 2016 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of Medivation, Inc., a Delaware corporation (“Medivation”), at a price of $81.50 per Share, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and conditions set forth in the offer to purchase dated August 30, 2016 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
All information contained in the Offer to Purchase and the related Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment have the meanings given to such terms in the Offer to Purchase.
Amendments to the Offer to Purchase
Items 1 through 11.
The information set forth in the Offer to Purchase under “Section 15—“Conditions of the Offer” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraph at the end of Section 15:
“The Regulatory Condition has been satisfied by the expiration of the HSR Act waiting period, effective September 22, 2016 at 11:59 p.m., Eastern time.”
The information set forth in the Offer to Purchase under “The Tender Offer—Section 16—Certain Legal Matters; Regulatory Approvals” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraph at the end of the subsection titled “Compliance with the HSR Act” on page 45 of the Offer to Purchase:
“The waiting period applicable to the Offer under the HSR Act expired effective September 22, 2016 at 11:59 p.m., Eastern time.”
The press release announcing the expiration of the waiting period applicable to the Offer under the HSR Act is attached hereto as Exhibit (a)(5)(A).
Item 12. Exhibits.
Item 12 is hereby amended and supplemented to include the following:
(a)(5)(A) Press Release, dated September 23, 2016.
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 23, 2016
| MONTREAL, INC. | ||
| By: | /s/ Douglas E. Giordano | |
| Name: | Douglas E. Giordano | |
| Title: | President and Treasurer | |
| PFIZER INC. | ||
| By: | /s/ Douglas E. Giordano | |
| Name: | Douglas E. Giordano | |
| Title: | Senior Vice President, Worldwide | |
| Business Development | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| (a)(1)(A) | Offer to Purchase, dated August 30, 2016.* | |
| (a)(1)(B) | Letter of Transmittal.* | |
| (a)(1)(C) | Notice of Guaranteed Delivery.* | |
| (a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(E) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(F) | Summary Advertisement as published in The Wall Street Journal on August 30, 2016.* | |
| (a)(1)(G) | Press Release dated August 22, 2016 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Pfizer Inc. with the U.S. Securities and Exchange Commission on August 22, 2016). | |
| (a)(1)(H) | Tweet from August 22, 2016 by Pfizer Inc. (@Pfizer) (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Pfizer Inc. with the U.S. Securities and Exchange Commission on August 22, 2016). | |
| (a)(1)(I) | Tweet from August 22, 2016 by Pfizer Inc. (@Pfizer_news) (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by Pfizer Inc. with the U.S. Securities and Exchange Commission on August 22, 2016). | |
| (a)(1)(J) | Presentation for Investor/Analyst Conference Call, dated August 22, 2016 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Pfizer Inc. with the U.S. Securities and Exchange Commission on August 22, 2016). | |
| (a)(1)(K) | Transcript of Investor/Analyst Conference Call, dated August 22, 2016 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Pfizer Inc. with the U.S. Securities and Exchange Commission on August 23, 2016). | |
| (a)(1)(L) | Excerpt from Transcript of Remarks of Frank D’Amelio, EVP Business Operations, Chief Financial Officer of Pfizer Inc. at Morgan Stanley Global Healthcare Conference, held on September 13, 2016.* | |
| (a)(5)(A) | Press Release, dated September 23, 2016. | |
| (d)(1) | Agreement and Plan of Merger, dated as of August 20, 2016, by and among Pfizer Inc., Montreal, Inc. and Medivation, Inc. (incorporated by reference to Exhibit 2.1 to the Schedule TO-C filed by Pfizer Inc. with the U.S. Securities and Exchange Commission on August 22, 2016). | |
| (d)(2) | Confidentiality Agreement, dated as of June 29, 2016, by and between Pfizer Inc. and Medivation, Inc.* | |
| (g) | None. | |
| (h) | None. | |
| * | Previously filed. |
Exhibit (a)(5)(A)
Pfizer Announces Expiration of HSR Waiting Period
For Proposed Acquisition of Medivation
| • | Transaction expected to close in the Third-Quarter 2016 |
September 23, 2016 08:30 AM Eastern Daylight Time
NEW YORK—Pfizer Inc. (NYSE: PFE) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended has expired with respect to Pfizer’s pending acquisition of Medivation, Inc. (NASDAQ: MDVN).
Pfizer now expects to complete the acquisition in the Third-Quarter 2016. The closing of the tender offer remains subject to other customary closing conditions, including the tender of a majority of the outstanding shares of Medivation common stock.
About Pfizer:
At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products. Our global portfolio includes medicines and vaccines as well as many of the world’s best-known consumer health care products. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world’s premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 150 years, Pfizer has worked to make a difference for all who rely on us. For more information, please visit us at www.pfizer.com. In addition, to learn more, follow us on Twitter at @Pfizer and @Pfizer_News, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer.
DISCLOSURE NOTICE: This release contains forward-looking information related to Pfizer, Medivation and the proposed acquisition of Medivation by Pfizer that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Forward-looking statements in this release include statements about the anticipated timing of closing of the acquisition. Risks and uncertainties include, among other things, risks related to the satisfaction of the conditions to closing the acquisition in the anticipated timeframe or at all, including uncertainties as to how many of Medivation’s stockholders will tender their shares in the tender offer and the possibility that the acquisition does not close; risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction making it more difficult to maintain business and operational relationships; negative effects of the proposed acquisition on the market price of Pfizer’s common stock and on Pfizer’s operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition; other business effects, including the effects of industry, market, economic, political or regulatory conditions; future exchange and interest rates; changes in tax and other laws, regulations, rates and policies; future business combinations or disposals; the uncertainties inherent in research and development, including the ability to sustain and increase the rate of growth in revenues for XTANDI despite increasing competitive, reimbursement and economic challenges; Medivation’s dependence on the efforts and funding by Astellas Pharma Inc. for the development, manufacturing and commercialization of XTANDI; the ability to meet anticipated
trial commencement and completion dates and regulatory submission dates, as well as the possibility of unfavorable clinical trial results, including unfavorable new clinical data and additional analyses of existing clinical data; whether and when any drug applications may be filed in any jurisdictions for any additional indications for XTANDI or for Medivation’s other pipeline assets; whether and when regulatory authorities may approve any such applications, which will depend on its assessment of the benefit-risk profile suggested by the totality of the efficacy and safety information submitted; decisions by regulatory authorities regarding labeling and other matters that could affect the availability or commercial potential of XTANDI and Medivation’s other pipeline assets; and competitive developments.
A further description of risks and uncertainties relating to Pfizer and Medivation can be found in their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2015 and in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov (link is external).
The information contained in this release is as of September 23, 2016. Pfizer assumes no obligation to update forward-looking statements contained in this release as the result of new information or future events or developments.
Additional Information and Where to Find It
This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The solicitation and offer to buy Medivation stock is only being made pursuant to an Offer to Purchase and related tender offer materials. On August 30, 2016, Pfizer and its acquisition subsidiary filed a Tender Offer Statement on Schedule TO and Medivation filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer, each as may be amended or supplemented. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. MEDIVATION STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF MEDIVATION SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, are available to all holders of Medivation stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Pfizer or Medivation. Copies of the documents filed with the SEC by Medivation are available free of charge on Medivation’s internet website at http://www.medivation.com or by contacting Medivation’s Investor Relations Department at (650) 218-6900. Copies of the documents filed with the SEC by Pfizer are available free of charge on Pfizer’s internet website at http://www.pfizer.com or by contacting Pfizer’s Investor Relations Department at (212) 733-2323.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Pfizer and Medivation each file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by Pfizer or Medivation at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800- SEC-0330 for further information on the public reference room. Pfizer’s and Medivation’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Contacts
For Pfizer:
Media:
Joan Campion, 212-733-2798
or
Investors:
Ryan Crowe, 212-733-8160