Sanofi has filed documents seeking to remove the current Medivation board of directors and replace it with eight individuals that are willing to “fairly evaluate” Sanofi’s acquisition offer
Sanofi filed preliminary consent solicitation materials with the US Securities and Exchange Commission (SEC) seeking to remove and replace each member of Medivation’s board.
In an open letter, Olivier Brandicourt, Sanofi’s chief executive officer said: "Despite multiple attempts, both prior to and following the public disclosure of Sanofi's proposal, Medivation has thus far refused to engage with us regarding the merits of a value creating transaction.
"Unfortunately, this has left us with no choice but to commence a process to elect directors who are more open to supporting the best interests of Medivation shareholders regarding a potential transaction."
On April 28, 2016, Sanofi disclosed a proposal to acquire Medivation for $52.50 per share, representing an all-cash transaction valued at approximately $9.3 billion.
The proposed purchase price represents a premium of over 50% to Medivation's average trading prices prior to there being takeover rumors, according to Sanofi.
If the SEC approves a definitive consent solicitation statement, Sanofi said it will make the document available to Medivation shareholders so they may begin to deliver their written consents to Sanofi's proposals.
For Sanofi's proposals to remove and replace the current Medivation board of directors to become effective, written consents would need to be completed by the holders of a majority of Medivation shares.
However, in the open letter to the Medivation Board, Sanofi said: “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.”