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 Sanofi has threatened to oust the board after Medivation rejected
its unsolicited $9.3 billion acquisition offer late last month,
taking advantage of a so-called 'written consent' rule that gives
Medivation shareholders the ability to act at any time to replace
directors.
Medivation has declined to engage in sale talks with Sanofi unless
the latter raises its $52.50 per share cash offer first, sources
have said. The French drugmaker has said it is willing to raise its
bid only after Medivation engages with it in negotiations.
Medivation shares ended trading on Tuesday in New York at $61.91.
Among Sanofi's eight nominees are Michael Campbell, the former chief
executive of Arch Chemicals Inc, Ronald Rolfe, a retired partner at
law firm Cravath, Swaine & Moore LLP, and Barbara Deptula, a former
executive vice president and chief corporate development officer of
biopharmaceutical company Shire Plc <SHP.L>, one of the people said.
The sources asked not to be identified because the names of the
nominees have not been disclosed. Medivation and Sanofi
representatives did not immediately respond to requests for comment.
Medivation has signed non-disclosure agreements to share
confidential information with other pharmaceutical companies
interested in an acquisition, including Pfizer Inc <PFE.N> and Amgen
Inc <AMGN.O>, sources told Reuters earlier this month.
However, no other company is close to tabling an offer for
Medivation, according to the sources.
Sanofi is vying for Medivation in an attempt to expand in the
lucrative oncology sector, as it struggles to compensate for
declining revenues from a key diabetes drug that recently lost
patent protection.
Medivation has argued that Sanofi's offer fails to value fairly the
prospects of its recently developed prostate cancer drug XTANDI, as
well as two other products currently in clinical trials; Talazoparib,
for the treatment of breast cancer, and Pidilizumab, for the
treatment of blood cancers.
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Campbell served as chairman, president and chief executive officer
of Arch Chemicals, a maker of products that kill bacteria and fungi,
between 1999 and 2011. Switzerland's Lonza AG agreed in 2011
to buy the company for $1.2 billion.
Rolfe retired from Cravath's litigation department in 2010, having
worked on major antitrust and securities cases, as well as U.S.
Securities and Exchange Commission and grand jury investigations.
His clients included IBM Corp, PepsiCo Inc and Sprint Corp.
Deptula worked at Shire between 2004 and 2012, where she led efforts
to expand its product portfolio. She has been a director on the
board of AMAG Pharmaceuticals Inc, a specialty pharmaceutical
company focusing on maternal health, anemia and cancer supportive
care, since 2013.
(Reporting by Greg Roumeliotis in New York; Additional reporting by
Pamela Barbaglia in London; Editing by Edwina Gibbs)
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