UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Medivation, Inc.
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Sanofi
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2
On June 8, 2016, Sanofi made available the following investor presentation regarding Sanofi’s proposed acquisition of Medivation, Inc.:
Investor Presentation June 8, 2016 Sanofi’s Proposed Acquisition of Medivation |
2 This presentation contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These statements include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates", "plans" and variations of these words or comparable words. Although Sanofi's management believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Sanofi, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things, risks that Sanofi will ultimately not pursue a transaction with Medivation or Medivation will reject engaging in any transaction with Sanofi, if a transaction is negotiated between Sanofi and Medivation, risks related to Sanofi's ability to complete the acquisition on the proposed terms, the possibility that competing offers will be made, other risks associated with executing business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time- consuming or costly than expected or that the expected benefits of the acquisition will not be realized, risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition, disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers, and the possibility that if the combined company does not achieve the perceived benefits of the proposed acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of Sanofi's shares could decline, as well as other risks related Sanofi's and Medivation's respective businesses, including the ability to grow sales and revenues from existing products, competition, including potential generic competition, the ability to protect intellectual property and defend patents, regulatory obligations and oversight, the uncertainties inherent in research and development, future clinical data and analysis, including post marketing, decisions by regulatory authorities, such as the FDA or the EMA, regarding whether and when to approve any drug, device or biological application that may be filed for any such product candidates as well as their decisions regarding labelling and other matters that could affect the availability or commercial potential of such product candidates, the absence of guarantee that the product candidates if approved will be commercially successful, the future approval and commercial success of therapeutic alternatives, the Group's ability to benefit from external growth opportunities, trends in exchange rates and prevailing interest rates, the impact of cost containment initiatives and subsequent changes thereto, the average number of shares outstanding as well as those discussed or identified in the public filings with the SEC and the AMF made by Sanofi, including those listed under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in Sanofi's annual report on Form 20-F for the year ended December 31, 2015. Other than as required by applicable law, Sanofi does not undertake any obligation to update or revise any forward-looking information or statements. Forward-looking Statement |
3 Additional Information and Certain Information Regarding Participants Additional Information This presentation does not constitute an offer to buy or solicitation of an offer to sell any securities. No tender offer for the shares of Medivation ("Medivation") has commenced at this time. In connection with the proposed transaction Sanofi ("Sanofi") may file tender offer documents or other documents with the U.S. Securities and Exchange Commission ("SEC"). This communication is not a substitute for any tender offer document or other document Sanofi may file with the SEC in connection with the proposed transaction. On June 7, 2016, Sanofi filed an amended preliminary consent solicitation statement and accompanying WHITE consent card with the SEC with respect to the solicitation of written consents of Medivation stockholders (including any amendments and supplements, the “Consent Solicitation Statement”). This presentation is not a substitute for the definitive consent solicitation statement that Sanofi intends to file with the SEC or any other documents which Sanofi may file with the SEC in connection with the consent solicitation. INVESTORS AND SECURITY HOLDERS OF MEDIVATION ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CONSENT SOLICITATION AND THE PROPOSED TRANSACTION, AS APPLICABLE. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Sanofi through the web site maintained by the SEC at http://www.sec.gov. Certain Information Regarding Participants Sanofi and certain of its directors and senior management may be deemed participants in the solicitation of consents. You can find information about Sanofi’s directors and senior management in its annual report on Form 20-F for the year ended December 31, 2015, which was filed with the SEC on March 4, 2016. In addition, you can find additional information regarding the potential participants in the solicitation of consents in the Consent Solicitation Statement. These documents are available free of charge at the SEC’s web site at www.sec.gov. |
Medivation Shareholders Deserve to be Heard 4 Sanofi’s all-cash offer provides Medivation shareholders with opportunity to realize substantial and certain value $52.50 offer represents a premium of over 50% to Medivation’s unaffected average trading price (1) Compares very favorably to precedent public oncology transactions as well as to the only other public Biotech transaction of size in 2016 (2) Sanofi is willing to enter into a customary confidentiality agreement with Medivation, which would include a reasonable standstill for Medivation to conduct a sale process Sanofi has advised Medivation of this on several occasions (and disclosed it publicly) If Medivation were to engage and provide information, Sanofi would be in a position to increase its offer and is confident that it would be able to offer significant additional value Despite numerous requests by Sanofi, Medivation has refused to engage Medivation has not announced a process to sell the company and has not engaged with Sanofi Medivation has left Sanofi with no choice but to commence a consent solicitation process to remove and replace Medivation’s Directors Sanofi’s proposal includes eight independent and highly qualified nominees who it believes are willing to fully and fairly evaluate all of Medivation’s strategic options, including Sanofi’s acquisition offer, in accordance with their fiduciary duties to Medivation and its shareholders (1) 60 calendar day VWAP: January 22 to March 21, 2016, last day prior to initial takeover speculations (2) Pfizer acquisition of Anacor announced on May 16, 2016 |
May 25 Letter to the Medivation Board of Directors 5 Paris, May 25, 2016 Dear Members of the Board of Directors, We have filed consent solicitation materials in which we have named 8 independent and highly qualified nominees who have agreed to become directors upon removal of the Medivation directors. We are taking this step because we believe your shareholders overwhelmingly support the sale of Medivation, and they want Medivation to undertake a sale process and engage with Sanofi. To date Medivation has not announced a sale process and has not engaged with us. During the past weeks we reached out directly and through advisors to request that Medivation engage with Sanofi. We have relayed our willingness to enter into a confidentiality agreement in order to receive information that is typically provided in a sale process. That agreement could include a reasonable standstill to give time for such a process. We have been very clear that if you engage and provide information, we would be in a position to increase our offer and I am confident that we will be able to offer significant additional value. We believe that we are in a position to provide more value than any other party given the strategic importance of the transaction to us. It has been two months since we first approached Medivation about a transaction. The Medivation Board has had considerable time to review alternatives and to prepare for a sale process. Given this, we believe that such a process could be completed in a matter of weeks. There have been published reports that you have signed confidentiality agreements with other parties. If that is accurate, we cannot see how you have not done so with us. If you have not signed confidentially agreements with others as part of a sale process, then you are not doing what we are confident your shareholders want, which is for Medivation to undertake a sale of Medivation and to engage with Sanofi. We again request that you engage in good faith with Sanofi as part of a sale process. If you do that, we would not need to proceed with a consent solicitation to remove and replace the Medivation directors. Sincerely, Olivier Brandicourt Chief Executive Officer |
Agenda Delivering on our Strategic Priorities A Compelling Proposal to Medivation’s Shareholders Situation Overview Why Consent Solicitation is Needed? 6 |
Sanofi’s Compelling Offer Deserves Engagement from Medivation’s Directors 7 (1) 60 calendar day VWAP: January 22 to March 21, 2016, last day prior to initial takeover speculations Sanofi’s offer is compelling Medivation has refused even to engage with Sanofi Sanofi’s preference is to work with Medivation on a value creating transaction On April 28, 2016, Sanofi proposed to acquire Medivation for $52.50 per share in cash Proposed purchase price is a premium of >50% to Medivation’s unaffected average trading price (1) No financing condition In the absence of this proposal, we believe Medivation’s stock price would trade dramatically below our current proposal Refusal to announce a sale process or even engage with Sanofi underscores that the current Medivation Board is not listening to shareholders Sanofi is willing to enter into a customary confidentiality agreement Agreement would include a reasonable standstill to give time for Medivation to run a process Sanofi’s objective is to negotiate a mutually beneficial transaction in a productive and friendly manner Sanofi has had extensive conversations with Medivation’s top shareholders Sanofi believes that there is overwhelming support for the sale of Medivation by its shareholders and for Medivation to engage with Sanofi If Medivation were to engage and provide information, Sanofi would be in a position to increase its offer and is confident that it would be able to offer significant additional value |
Refusal to engage left Sanofi with no choice but to go directly to Medivation shareholders Sanofi intends to solicit written consents from Medivation shareholders for the following actions The path to a successful outcome is clear Sanofi commenced a consent solicitation process to remove and replace Medivation’s Board Medivation’s Board would be replaced by eight independent and highly qualified individuals We believe that the proposed directors are committed to acting in best interest of Medivation shareholders Repeal any changes to amended and restated bylaws of Medivation occurring after February 13, 2015 (to restore the bylaws to their form prior to Sanofi making its offer public) Amend bylaws to provide that any vacancies on the Board may be filled by Medivation shareholders Remove and replace all existing Directors on the Board Preliminary consent materials already filed with SEC (on May 25, 2016 and June 7, 2016) Expect to be in a position to formally commence solicitation by mid-June Written consents from holders of a majority of the shares outstanding required to implement actions As soon as properly completed consents from holders of a majority of the shares outstanding are obtained and delivered to Medivation, the actions are effective Sanofi has Filed Consent Solicitation Materials to Remove and Replace Medivation’s Board 8 |
Agenda Delivering on our Strategic Priorities Situation Overview Why Consent Solicitation is Needed? 9 A Compelling Proposal to Medivation’s Shareholders |
Delivering on our Strategic Priorities Solid financial results in Q1 2016 Reshaping the portfolio CHC/Animal Health (1) asset swap End joint Vaccines (2) operations in Europe Rebuild competitive position in Oncology Focus on execution of launches New wave of innovation with seven pivotal trials expected to start in 2016 10 Source: Capital IQ (1) As per December 15, 2015 announcement: Sanofi and Boehringer Ingelheim entered exclusive negotiations on business swap (2) Announced transaction; expected to close by end 2016 |
Rebuilding a Competitive Position in Oncology Recent collaborations to build a transformative pipeline Regeneron – Immuno-Oncology strategic alliance BioNTech – mRNA therapeutics Innate Pharma – bispecific mAb NK cell engagers Warp Drive Bio – novel oncology therapies and antibiotics Evotec and Apeiron Biologics – novel immuno-oncology small molecules Rebuild critical mass Maximize clinical assets (anti-CD38 mAb and ADCs) Oncology Opportunity Largest therapeutic area for pharmaceuticals Strong growth driven by unmet need and groundbreaking science A market expected to grow ~40% by 2020 to $150bn (1) 11 A compelling strategic rationale (1) IMS Health, Midas ; Q4 2015 – Market defined as global oncology and supportive care costs. 2015 market estimate is $107bn ADCs: Antibody-drug conjugates NK cell engagers: Natural Killer cell engagers mRNA: messenger Ribonucleic acid |
Sanofi offers prostate cancer chemotherapies with Taxotere ® and Jevtana ® Our Oncology franchise has strong capabilities in Prostate Cancer, and regular interactions with prostate cancer Key Opinion Leaders (KOLs) A transaction would create a stronger company with a complementary range of offerings to treat prostate cancer from urologists to oncologists Second most common cancer in men (1) About 1 in 7 men will be diagnosed with prostate cancer during his lifetime (2) ~1.1 million men worldwide are diagnosed with prostate cancer, of which ~230K in U.S. each year (1) ~300K patients worldwide die from prostate cancer each year (1) (1) Source: globocan.iarc.fr (2012 data / FactSheets) (2) Source: cancer.org Prostate Cancer – A Significant Growth Opportunity; Transaction has Compelling Strategic Merit 12 Prostate cancer |
Sanofi-Genzyme: a Blueprint for Mutually Beneficial M&A 13 Rapid integration Focus on Specialty Care Leadership in Rare Diseases and fast growing Multiple Sclerosis franchise Genzyme has benefitted from the reach and resources of Sanofi, with a shared commitment to improving the lives of patients Strong execution Growth of >25% per year over 2012-2015 11% of Sanofi Group sales (1) Advancing a pipeline of innovative treatments Immunology set to become a new growth engine for Sanofi Key late-stage assets with dupilumab and sarilumab Preferred partner for productive R&D collaborations Alnylam collaboration provides access to rare genetic disease therapies Voyager collaboration for novel adeno-associated virus gene therapies (1) Calculated using FY 2015 Aggregate Sanofi Genzyme GBU sales that does not include Emerging Markets |
Agenda Delivering on our Strategic Priorities Situation Overview Why Consent Solicitation is Needed? 14 A Compelling Proposal to Medivation’s Shareholders |
A Compelling Proposal to Medivation’s Shareholders ? Significant, immediate and certain value to Medivation shareholders All-cash proposal to acquire Medivation for $52.50 per share Values Medivation at approximately $9.4 billion (1) Proposed purchase price represents a premium of over 50% to Medivation’s unaffected two-month volume weighted average price (VWAP) (2) No financing condition Sanofi has filed Hart-Scott-Rodino notification and is confident of regulatory clearance ? Combining Sanofi and Medivation represents a compelling strategic and financial opportunity Builds on a complementary range of offerings to treat prostate cancer Benefits patients, physicians and caregivers Advances Xtandi and Medivation’s pipeline through Sanofi’s resources, scale and expertise Drives value for shareholders of Medivation and Sanofi ? Sanofi has a strong track-record of successfully integrating acquired companies Genzyme is Sanofi’s blueprint for mutually beneficial M&A Preserved Genzyme’s entrepreneurial spirit within organization Resulted in significant value for investors, patients and employees (1) Based on 179.2 million fully diluted shares, as of Q1 2016 (164.6 million shares outstanding and 14.6 million shares from option dilution). Different from $9.3bn disclosed in press release of April 28, 2016 due to higher share count post Q1 2016 (2) 60 calendar day VWAP: January 22 to March 21, 2016, last day prior to initial takeover rumors 15 1 2 3 |
Source: Capital IQ (1) From March 20, 2015 until March 21, 2016 (2) 60 calendar day VWAP: January 22 to March 21, 2016, last day prior to initial takeover speculations (3) As per brokers comments including JMP Securities (July 13, 2015), William Blair (July 14, 2015), Cowen (July 29, 2015) 16 20.0 30.0 40.0 50.0 60.0 70.0 80.0 20-Mar 21-Apr 23-May 24-Jun 26-Jul 27-Aug 28-Sep 30-Oct 01-Dec 02-Jan 03-Feb 06-Mar Medivation share price Medivation median target price Medivation 2-month VWAP NBI Sanofi offer $36.95 $34.20 $47.00 $52.50 Medivation Share Price Before Takeover Rumors Reflected Sector Reset and Company-Specific Newsflow $ 12-Month Share Price Performance Prior to Takeover Speculation (1) (3) November 5, 2015: Medivation announces increase in US Xtandi salesforce given slower growth in penetration at the urologist level (Q3 2015 results) (2) (1) 2 month VWAP (2) : Median consensus target price: Nasdaq Biotechnology Index June-July 2015: Analysts comment on disappointing Phase II Xtandi TNBC data (ASCO), lower than expected IMS scripts for Q2 2015 and Xtandi slowdown (3) Medivation March 21, 2016: Last closing price prior to takeover speculations on the 22 March (45)% (1) (30%) nd |
In Absence of a Transaction, We Believe Medivation’s Share Price Would be Trading Dramatically Below our Offer Source: Capital IQ, as of June 7, 2016 (1) Last day prior to takeover speculations (March 21) (2) Adjusted for NBI performance and Medivation share price reaction to company-specific events, including the ‘March-in letter’, Q1 results, and clinical developments not concomitant with takeover speculations in the news 17 $ Medivation affected share price March 28, 2016: Congressional letter supporting "march-in" authority to allow lower cost generic versions of XTANDI on the market Stock down as far as -14% on March 29 before closing down -6% at $38.75 NBI was up +2% on the same day Last day prior to takeover rumours (March 21) Share Price Performance since March 21, 2016 (1) May 5, 2016: Medivation reported Q1 2016 results below expectations, missing consensus on both revenue and earnings When adjusting for the NBI performance and taking into account the negative share price reaction to ‘the March-in letter’ and company-specific newsflow, we believe that Medivation would be trading dramatically below our current proposal Market and event-adjusted share price (2) 30.0 35.0 40.0 45.0 50.0 55.0 60.0 65.0 21-Mar 28-Mar 4-Apr 11-Apr 18-Apr 25-Apr 2-May 9-May 16-May 23-May 30-May 6-Jun Medivation share price Market and event-adjusted share price Sanofi offer $52.50 $59.68 ~ $36 |
Source: SEC filings, transaction press releases (1) 60 calendar day VWAP (2) Deals include OSI/Astellas; Abraxis/Celgene; Onyx/Amgen; Algeta/Bayer; Pharmacyclics/AbbVie 18 42% 39% Sanofi current offer ($52.50) Median premium on precedent oncology transactions since 2010 1-Day Premium to Unaffected Premium to 2-Month Unaffected VWAP (1) 54% 49% Sanofi current offer ($52.50) Median premium on precedent oncology transactions since 2010 (2) (2) Sanofi Proposal is Compelling when Measured Against Public Oncology Transactions >$1bn and <$25bn since 2010 |
Sanofi’s Offer Compares Very Favorably to the Only Other Public Biotech Transaction of Size in 2016: Anacor Source: Pfizer press release “Pfizer To Acquire Anacor” (May 16, 2016) – Announced transaction but not completed at the date of this presentation (1) To unaffected date of March 21 for Medivation. To May 15 for Anacor (announcement May 16 pre-market opening) (2) Medivation unaffected 52-week high/low (closing prices): high $59.16 (June 22, 2015) / low $27.32 (February 8, 2016) (3) Anacor 52-week high to announcement on May 16 (closing prices): high $152.25 (August 4, 2015) / low $53.45 (March 31, 2016) 19 Medivation Assertions Sanofi Offer for Medivation Pfizer Offer for Anacor “undervalues long-term potential of the Company” “opportunistic proposal and below Medivation’s 52-week trading high” 92% above 52-week low (1)(2) (11)% below 52-week high (1)(2) 12% premium to median target price prior to unaffected (1) 86% above 52-week low (1)(3) (35)% below 52-week high (1)(3) 19% discount to median target price prior to unaffected (1) “a low-ball proposal” 54% premium to 2-month VWAP (1) 58% premium to 2-month VWAP (1) |
Medivation Characterizing Sanofi’s Offer as Opportunistic is Not Accurate “Sanofi approached Medivation following a period of significant market dislocation, particularly in biotech, just as the market was beginning to recover” “The proposed price is 21% below Medivation's 52-week trading high” The NBI continues to be range-bound NBI currently at 2,916, in-line with its levels at the time of the public approach, over five weeks ago (1) 2-month NBI average prior to public approach at 2,798 (2) , in-line with average of 2,803 (3) since then 52-week high is irrelevant Medivation’s share price has been driven by operational set-backs and market expectation in addition to broader rerating of biotech sector Reference to 52-week high above $60 (4) is stale Unaffected 52-week high has fallen below $60 (5) “Sanofi did not wait for a response from Medivation’s Board with respect to its nonbinding proposal before rushing to make the same substantially inadequate proposal public” Sanofi made multiple approaches prior to the public disclosure of the proposal without any responses other than an acknowledgment of receipt of our letter (1) NBI currently at 2,916 (June 7) vs. 2,880 at time of public approach (April 28) with a price of $52.50 (2) From February 26 to April 27 (3) From April 28 to June 7 (4) Medivation reference to 52-week high of $66.40 (Intraday value as of June 1, 2015) (5) Unaffected 52-week high as of June 7 , 2016 is $59.16, based on closing prices 20 Medivation Assertions Facts |
Medivation Management has been Over Optimistic in the Past 21 The Dimebon Precedent Set-back regarding pidilizumab Pidilizumab initially believed to be a PD-1… “In December, we licensed the anti-PD-1 monoclonal antibody pidilizumab…As a first step in our program, we currently anticipate that we may initiate a Phase 3 clinical trial into one or more hematologic malignancies as early as in 2015..” - David Hung February 25, 2015 …was then put on hold by the FDA until further clarity on its mechanism of action “The FDA has placed the IND on partial clinical hold and requested Medivation to revise relevant statements in the related investigator brochure, protocols and informed consent documents” - SEC Filing January 25, 2016 Repeated Earnings Misses Over the past five quarters, Medivation has missed consensus earnings per-share three times and revenue twice Sep 2008 Mar 2010 Sept 2008: Collaboration agreement on Dimebon Market Cap: ~$1bn Mar 2010: Dimebon does not meet primary and secondary end points Market Cap: $0.4bn Loss in Market Cap: 60% “We believe that Dimebon has a novel mitochondrial mechanism of action that makes it a promising potential treatment for diseases such as Alzheimer's and Huntington's and potentially other neurodegenerative diseases as well.” - David Hung Q2 2008 |
Medivation Exaggerates the Potential of talazoparib… 22 1 ~85% of the addressable patient population referenced by Medivation corresponds to indications not recognized by the street and with potential launch dates beyond 2020 (1) Based on Medivation Q1 2016 investor presentation p.48 (2) Includes all brokers post Q1 2016 result that forecast sales for talazoparib: Leerink, William Blair, Wedbush, Credit Suisse, Jefferies, Stifel and Canaccord (3) Only one broker (Canaccord) forecasts uses of talazoparib in Ovarian cancer (4) Biomarin is entitled to contingent payments totalling up to $160mm upon achievement of defined regulatory and sales-based milestones and mid-single digit royalties for talazoparib 2 Medivation has acquired talazoparib for only $410mm upfront (4) less than a year ago Indication Adressable patient population (1) according to Medivation Medivation Street view (2) Potential launch date gBRCA mBC 10k 2018 mCRPC 140k 2019-2022 mSCLC 80k 2020-2021 Adv. Ovarian 100k 2022-2023 mBC (beyond BRCA) 140k 2022-2023 Glioblastoma 60k 2021-2022 mNSCLC 230k 2022-2023 (3) |
4 23 … and the potential clinical risks … and Ignores Competitive and Clinical Risks We look forward to engaging constructively with Medivation and revisiting our assumptions Expected to reach the market late by 2018 (4 th or 5 th to market) Only one Phase 3 ongoing when competitors have multiple more advanced Phase 3 trials Had the lowest visibility at ASCO 2016 among Phase 3 PARP inhibitors The mechanism of action of the PARP exposes to myeloid toxicities PARP trapping not exclusive to talazoparib and raises safety questions Development risk around PARPs remains a focus, as recently experienced by AstraZeneca with its own PARP inhibitor, Lynparza 3 Medivation seems to disregard competitive dynamics around talazoparib… |
Agenda Delivering on our Strategic Priorities Situation Overview Why Consent Solicitation is Needed? 24 A Compelling Proposal to Medivation’s Shareholders |
Sanofi has Made a Compelling Offer … 25 Following multiple attempts to engage with Medivation on the merits of a value-creating transaction, Sanofi disclosed its proposal to acquire Medivation for $52.50 per share in an all- cash transaction Sanofi has held extensive conversations with Medivation’s shareholders since publicly disclosing its proposal and believes there is overwhelming support for the sale of Medivation and engagement with Sanofi Sanofi is willing to enter into a customary confidentiality agreement with Medivation, which would include a reasonable standstill to give time for Medivation to conduct a sale process Sanofi has informed Medivation that it would be in a position to increase its offer and is confident that it will be able to offer significant additional value if Medivation were to engage and provide information Sanofi has made a compelling proposal and would be in a position to increase its offer and provide significant additional value if the Medivation Board were to engage and provide information |
… but Medivation has Consistently Refused to Engage Medivation has only offered information already known to the market to justify its refusal to engage Media sources speculated that Medivation has entered into NDAs with other parties to explore a sale of the company Medivation remains unwilling even to engage with Sanofi with no good reason Sanofi has initiated a consent solicitation process to remove and replace Medivation’s Board Sanofi’s proposal includes eight independent and highly qualified individuals, who it believes will fully and fairly evaluate all of Medivation’s strategic options, including Sanofi’s proposal, in accordance with their fiduciary duties to Medivation and its shareholders 26 Medivation’s refusal to engage has denied shareholders the opportunity to realize immediate and certain value As a result, Sanofi has no choice but to go directly to Medivation shareholders |
June 3 June 1 May 30 First reports of potential interest from Sanofi O. Brandicourt calls D. Hung to discuss potential transaction D. Hung informs O. Brandicourt that Board not interested in a combination with Sanofi Sanofi sends private letter; $52.50 offer in cash Sanofi sends public letter to D. Hung reiterating its private offer Medivation publicly rebuffs offer Medivation amends and restates its bylaws to impose more stringent procedural requirements in connection with shareholder action by written consent Sanofi sends a letter to Medivation’s Board of Directors urging them to engage in negotiations Medivation reiterates its rejections Medivation reports Q1 below consensus earnings First reports state that Medivation potentially signed NDAs with Pfizer and Amgen Sanofi advisors call Medivation’s to reiterate willingness to enter NDA and consider price increase Sanofi files preliminary HSR filing; indicates willingness to revise offer should Medivation engage and share information Medivation rebuffs the offer and declines to enter into an NDA O. Brandicourt sends private letter to management to reiterate offer and willingness to sign an NDA, including a standstill agreement to obtain information and potentially increase offer Sanofi files preliminary consent materials with SEC May 25 May 17 May 12 May 9/11 May 9 May 5 May 2 Apr 29 Apr 28 Apr 15 Apr 3 Timeline of Sanofi’s Efforts and Medivation’s Responses 27 Mar 25 Mar 22 Sanofi requests record date; Medivation fixes record date Sanofi signs written consent for shares held by Sanofi Sanofi sends form of Confidentiality Agreement which includes a standstill to Medivation |
We Propose a Highly Experienced and Qualified Board Michael Campbell (69) Director of WestRock MeadWestvaco Corporation, Arch Chemicals, Olin Corporation, Milliken & Company Barbara Deptula (61) Director of AMAG Pharmaceuticals Shire, SICOR, Coley Pharmaceutical, US Bioscience, Schering Plough International, Lederle Laboratories, Genetics Institute, CombinatoRx Wendy Lane (65) Chairman of Lane Holdings Willis Towers Watson, MSCI, UPM-Kymmene Corporation, Al-Dabbagh Group Holding Company Limited, Laboratory Corporation of America Ronald Rolfe (70) Director of Time Inc. Former Partner at Cravath, Swaine & Moore Law clerk at Honorable Marvin E. Frankel, U.S. District Court Judge in the Southern District of NY Noranda Aluminum Holding Corporation, Berry Plastics Group, Reynolds American, Advanced Assessment Systems, Inc. Steven Shulman (64) Managing Partner of Shulman Family Ventures Tower Three Partners, Accretive Health, CareCentrix, Quartet Health, VillageMD, MedImpact, HealthMarkets, Magellan Health Services, Internet Healthcare Group, Prudential Healthcare, Value Health, CIGNA, Kaiser Permanente Medical Foundation James Tyree (63) Managing Partner of Tyree & D’Angelo Partners Abbott Laboratories, Abbott Biotechnology Ventures, SUGEN, Bristol-Myers Squibb, Pfizer, SonarMed, Genelux, ChemoCentryx and Innovia David A. Wilson (74) Director of CoreSite Realty Corporation Graduate Management Admission Council (GMAC), Ernst & Young LLP, Laureate Education, Terra Industries, Barnes and Noble, Sylvan Learning Systems Charles P. Slacik (62) Director of Sequenom and Quidel STAAR Surgical, Beckman Coulter Inc, Watson Pharmaceuticals, C.R. Bard, Wyeth 28 |
Path to Completion Item Timing Record date June 1 Expiration of initial HSR waiting period June 13 Definitive consent solicitation distributed to shareholders Mid-June End of formal consent solicitation No later than August 1 29 |
Medivation Shareholders Deserve to be Heard Sanofi's offer is compelling Medivation's Board has refused to engage in constructive talks If Medivation were to engage and provide information, Sanofi would be in a position to increase its offer and is confident that it would be able to offer significant additional value Sanofi was left with no choice but to commence a consent solicitation process to remove and replace Medivation’s Directors We believe that these eight independent and highly qualified individuals who would replace the current Board would act in the best interest of Medivation shareholders in accordance with their fiduciary duties Sanofi is best positioned to combine with Medivation and realize the full potential of Xtandi and Medivation’s pipeline, creating value for all stakeholders 30 |
31 APPENDIX |
Proposed Director Slate 32 Barbara Deptula (61) Director of AMAG Pharmaceuticals Director of AMAG Pharmaceuticals since 2013 where she serves as a member of the Compensation Committee and Chair of the Transaction Committee Served as the Executive Vice President of Business Development and Chief Corporate Development Officer of Shire Plc, a public biopharmaceutical company, from September 2004 to June 2012 Served as President of the biotechnology division of SICOR from 2003 to 2004 Served as Senior Vice President for Coley Pharmaceutical, a biotechnology company, from 2000 to 2003 Held senior management positions in public and private pharmaceutical companies where she focused on marketing, product development, licensing and business development, including US Bioscience, Inc., Schering Plough International, Lederle Laboratories, a division of American Cyanamid and Genetics Institute. Ms. Deptula also served as a member of the Board of Directors of CombinatoRx, Incorporated, now Zalicus, a public biopharmaceutical company, from December 2005 to December 2009 Wendy Lane (65) Chairman of Lane Holdings, Inc. Served on the Board of Directors of Willis Towers Watson from April 2004 to January 2016 (when the entity merged with Tower Watsons). Currently serves as Director, the Chairman of the compensation committee and as a member of the audit committee and executive committee of Willis Towers Watson Has been an independent director at MSCI since 2015 Currently a director of UPM-Kymmene Corporation, where she serves on the audit committee, and the privately held Al-Dabbagh Group Holding Company Limited Served as director of Laboratory Corporation of America from 1996 to 2014, and eight other public companies Worked in investment banking for 15 years, initially at Goldman, Sachs from 1977 to 1980 and subsequently as a Principal and Managing Director at Donaldson, Lufkin and Jenrette Securities Corporation from 1981 to 1992 Michael Campbell (69) Director of WestRock Served as a director of MeadWestvaco Corporation from 2001 and as the lead independent director of MeadWestvaco Corporation from 2007, in each case, until the effective date of the strategic business combination of Rock-Tenn Company and MeadWestvaco Corporation, when he became a director of WestRock, where he serves on the Finance committee and the Nominating & Governance Committee Served as Chairman, President and Chief Executive Officer of Arch Chemicals, Inc., which was a publicly traded global biocides company, from 1999 until 2011 Served as Executive vice president of Olin Corporation, from 1996 to 1999. Mr. Campbell also served as a director of Milliken & Company from 2007 to 2015 |
Proposed Director Slate (Cont’d) 33 Steven Shulman (64) Managing Partner of Shulman Family Ventures Currently serves as Chairman of Accretive Health, a publicly-traded service and technology provider to healthcare providers since 2014, CareCentrix, a privately-held at-home healthcare managed care company, positions he has held since 2008 and of Quartet Health, a privately-held healthcare technology company focused on managing patient populations who have co-morbid behavioral and physical illness Serves as managing Partner of Shulman Family Ventures, a private equity firm since 2008 Served as Operating Partner at Water Street Health Partners, a healthcare-focused private equity firm, from 2008 until March 2015 Served as Operating partner at Tower Three Partners LLC, a private equity firm 2008 until 2013 Served as Chairman and CEO of Magellan Health Services, a publicly-traded specialty healthcare management organization, as Chairman and CEO of Internet Healthcare, an early-stage healthcare services and technology venture fund that he founded, as Chairman, President and CEO of Prudential Healthcare, a healthcare services provider that is now part of publicly-traded Aetna, Inc. and held various positions at CIGNA and Kaiser Permanente Medical Foundation Serves as a director of Healthmarkets, Inc., a privately-held technology-enabled health insurance marketplace, Quantum Health, Inc., a privately-held healthcare coordination and consumer navigation company, MedImpact Healthcare Systems, Inc., a privately-held pharmacy benefit manager, and Facet Technologies, LLC, a privately-held microsampling sharps products provider, positions he has held since 2006, 2013, 2013 and 2011, respectively Served as Chairman of Health Management Associates, Inc., a healthcare services provider that is now part of publicly-traded Community Health Systems, Inc., from 2013 to 2014. Mr. Shulman also served on the Board of Access MediQuip, LLC, a privately-held surgical and implant management solutions company, from April 2009 to May 2015 and Digital Insurance, Inc., a privately-held employee benefits agency, from 1999 to 2013 Founded Value Health, a publicly-traded multi-product specialty managed care company (major divisions included a PBM and a behavioral unit) where he served as President and Director Ronald Rolfe (70) Director of Time Inc. Served as Partner at Cravath, Swaine & Moore LLP, a premier law firm in the United States, where he practiced until his retirement in December 2010. Mr. Rolfe’s practice spanned the world and included corporate governance, securities, antitrust and commercial litigation and arbitration for U.S. and international clients. Mr. Rolfe began as an Associate with Cravath in 1970 and became Partner in 1977 Also served as Law Clerk to the Honorable Marvin E. Frankel, U.S. District Court Judge in the Southern District of New York, in 1969 Director of Time Inc. (since 2014), Noranda Aluminum Holding Corporation (since 2013), Berry Plastics Group, Inc. (since 2013) and Reynolds American Inc. (since 2014). He also currently serves on the Board of private company Advanced Assessment Systems, Inc |
Proposed Director Slate (Cont’d) 34 David A. Wilson (74) Director of CoreSite Realty Corporation Former President and CEO of the Graduate Management Admission Council (GMAC), owner of GMAT, from 1995 to 2013 and as Senior Advisor to GMAC from 2013 to 2014 Prior to 1995, served as Managing Partner and National Director for Professional Development at Ernst & Young LLP, a public accounting firm. He is a CA in Canada and a CPA in the United States Served on the Board of Directors of Laureate Education, a company which provides access to high-quality, innovative institutions of higher education, from 2002 to 2007, and of Terra Industries, a producer and marketer of nitrogen products for the agricultural and industrial markets, from 2009 to 2010 Served on the Board of Directors of Barnes and Noble, a book retailer and content, commerce and technology company, and as chair of its Audit Committee Currently a director of Barnes & Noble Education, Inc. (a spin-off of Barnes & Nobles, Inc.) and chairs its Audit Committee Charles P. Slacik (62) Director of Sequenom and Quidel Served as Chief Financial Officer and Senior Vice President of Finance of Beckman Coulter, a leading manufacturer of biomedical testing instrument systems, tests and supplies, from October 2006 to September 2011 and was responsible for all aspects of financial management and information technology From 2003 to 2006, served as Executive Vice President and Chief Financial Officer of Watson Pharmaceuticals, an integrated global pharmaceutical company engaged in the development, manufacturing, marketing, sale and distribution of generic, brand and biologic pharmaceutical products From 1999 to 2003, served as Senior Vice President and Chief Financial officer of C.R. Bard, Inc., a developer and manufacturer of medical technologies From 1982 to 1999, held numerous executive positions at Wyeth (formerly American Home Products Corporation) Currently serves on the Board of Directors of Sequenom, Inc. and Quidel Corp. Served as Director of STAAR Surgical from 2012 to 2015 James Tyree (63) Managing Partner of Tyree & D’Angelo Partners Co-founder and Managing Partner of Tyree & D’Angelo Partners, a private equity investment firm During the last fifteen years, held numerous executive positions at Abbott Laboratories, including Corporate Vice President Pharmaceutical and Nutritional Products Group Business Development, Senior Vice President Global Nutrition and Executive Vice President Global Pharmaceuticals Served as President of Abbott Biotechnology Ventures in March 2012 Served as President of SUGEN, a biotechnology company focused on oncology. Earlier in his career, Mr. Tyree held management positions in Bristol-Myers Squibb, Pfizer and Abbott Serves as an independent director of SonarMed, Genelux, ChemoCentryx and Innoviva |