Proxy adviser slams Sanofi's hostile Medivation pursuit

By Carly Helfand Jun 24, 2016 10:33am

Medivation isn’t the only one that’s not into Sanofi’s attempts to overhaul the biotech’s board. Proxy adviser Glass Lewis isn’t feeling it, either.

Friday, the firm recommended that Medivation shareholders support the company’s current slate of directors and reject solicitation offers from the French drugmaker, which has moved ahead with a hostile takeover try after radio silence from its target on a $9.3 billion buyout offer.

The way Glass Lewis sees it, Medivation’s board “currently comprises a fairly reasonable mix of longstanding experience and fresh perspectives”--and investors can trust it to make the right call when it comes to dealmaking.

“Several of the incumbent directors appear to us to have a good amount of experience in reviewing and signing off on premium merger transactions at other firms where they have held directorships,” the advisers wrote.

They also figure that investors agree with Medivation’s assessment that Sanofi’s $52.50-per-share offer is too low, they said, noting that as far as they can tell, Medivation “is not in any sort of significant dire financial straits at this time that would warrant accepting a low-ball takeover offer.”

Sanofi, though, has said it’s willing to up that offer if Medivation comes to the bargaining table, and it’s confident that it would be able to toss in “significant” additional value,” a company spokesman told FiercePharma in an emailed statement. “Medivation’s continued refusal to substantively engage beyond its continued rejection underscores that the current Board is not acting, and will not act, in the best interests of Medivation shareholders,” he said.

Earlier this week, Bloomberg reported that milestone payments could be part of an increased bid. As sources told the news service, the pharma giant is considering using contingent value rights--to be doled out if Medivation hits certain benchmarks--to sweeten the deal.

There’s no telling whether that would change the mind of Medivation, though--and the company may wind up with multiple white knights willing to make it an alternative offer. Rumors have swirled that several Big Pharma and Big Biotech players--including Pfizer, AstraZeneca, Gilead and Amgen--could be sizing up the San Francisco outfit.

- read Medivation's release

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