- Tender offer for all of the
outstanding shares of Medivation common stock expired as scheduled
one minute after 11:59 p.m., Eastern time, on September 27,
2016
- Pfizer and Medivation begin joint
operations on September 28, 2016
- Combined expertise accelerates
Pfizer’s leadership in Oncology, bringing much-needed new cancer
treatments to patients
- Expected to be immediately accretive
to Pfizer’s Adjusted Diluted EPS upon closing, approximately $0.05
accretive in first full year after close with additional accretion
and growth anticipated thereafter
Pfizer Inc. (NYSE: PFE) today announced the successful
completion of its acquisition of Medivation, Inc.(NASDAQ: MDVN). As
of the tender offer expiration, 115,574,041 shares of Medivation
common stock were validly tendered, representing approximately
69.1% of the shares outstanding and have been accepted for payment
under the terms of the tender offer for $81.50 per share in cash,
without interest, subject to any required withholding of taxes. In
addition, notices of guaranteed delivery have been delivered for
17,659,861 shares of Medivation common stock, representing
approximately 10.6% of the shares outstanding. Following its
acceptance of the tendered shares, Pfizer completed its acquisition
of Medivation through a second-step merger. Pfizer and its
wholly-owned subsidiary accepted for payment and will promptly pay
for all shares validly tendered and not validly withdrawn.
“Pfizer and Medivation are now one unified team combining
research and resources to combat cancer. This acquisition
represents a rare opportunity to expand our business offering with
an attractive pipeline and with XTANDI, an important medicine for
men with prostate cancer. We welcome our new Medivation colleagues
to the team and look forward to continuing the successful
partnership with Astellas for XTANDI,” said Albert Bourla, group
president, Pfizer Innovative Health. “Given the breadth of Pfizer’s
existing oncology portfolio and emerging immuno-oncology pipeline,
Medivation’s assets will potentially benefit from many novel and
productive combinations. Together, we are well positioned to
becoming a leading oncology company, speeding cures and making
accessible breakthrough medicines to patients – our number one
priority.”
Pfizer continues to expect the transaction to be immediately
accretive to Pfizer’s Adjusted Diluted EPS upon closing,
approximately $0.05 accretive in the first full year after close
with additional accretion and growth anticipated thereafter.
The Offer
The tender offer for all of the outstanding shares of Medivation
common stock expired as scheduled at the end of the day, one minute
after 11:59 p.m., Eastern Time, on September 27, 2016.
Computershare Trust Company, N.A., the depositary and paying agent
for the tender offer, has advised Pfizer that 115,574,041 shares of
Medivation common stock were validly tendered into and not validly
withdrawn from the tender offer, representing approximately 69.1%
of the shares outstanding, and notices of guaranteed delivery have
been delivered for 17,659,861 shares of Medivation common stock,
representing approximately 10.6% of the shares outstanding. All of
the conditions to the offer have been satisfied and on September
28, 2016, Pfizer and its wholly-owned subsidiary Montreal, Inc.
accepted for payment and will promptly pay for all shares validly
tendered and not validly withdrawn.
Following its acceptance of the tendered shares, Pfizer
completed its acquisition of Medivation through the merger of
Montreal, Inc. with and into Medivation without a vote of
Medivation’s stockholders pursuant to Section 251(h) of the
Delaware General Corporation Law. As a result of the merger,
Medivation became a wholly-owned subsidiary of Pfizer. In
connection with the merger, all Medivation shares not validly
tendered into the tender offer (other than treasury shares held by
Medivation, any shares owned by Pfizer, Montreal, Inc. or any other
direct or indirect wholly-owned subsidiary of Pfizer and shares
held by any person who was entitled to and has properly demanded
statutory appraisal of his or her shares) have been cancelled and
converted into the right to receive the same $81.50 per share in
cash (without interest but subject to required withholding of
taxes) as will be paid for all shares that were validly tendered
and not validly withdrawn in the tender offer. Medivation common
stock will cease to be traded on the NASDAQ Global Market.
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 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, among other things, statements
about the potential benefits of the acquisition, anticipated
earnings accretion and growth rates, Pfizer’s and Medivation’s
plans, objectives, expectations and intentions, the financial
condition, results of operations and business of Pfizer and
Medivation, XTANDI and Medivation’s other pipeline assets. Risks
and uncertainties include, among other things, risks related to the
ability to realize the anticipated benefits of the acquisition,
including the possibility that the expected benefits from the
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 this announcement or the consummation of the
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 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 reports on Form 10-Q, as well as in their
subsequent reports on Form 8-K, all of which are filed with the
U.S. Securities and Exchange Commission and available at
www.sec.gov.
The information contained in this release is as of September 28,
2016. Neither Pfizer nor Medivation assumes any obligation to
update forward-looking statements contained in this release as the
result of new information or future events or developments.
Pfizer calculates projections regarding the expected accretive
impact of the acquisition based on internal forecasts of Adjusted
Diluted Earnings Per Share (Adjusted Diluted EPS), which forecasts
are non-Generally Accepted Accounting Principles (GAAP) financial
measures derived by excluding certain amounts that would be
included in GAAP calculations. These accretion projections should
not be considered a substitute for GAAP measures. The
determinations of the amounts that are excluded from the accretion
calculations are a matter of management judgment and depend upon,
among other factors, the nature of the underlying expense or income
amounts. Pfizer is unable to present quantitative reconciliations
because management cannot reasonably predict with sufficient
reliability all of the necessary components of the comparable GAAP
measure. Pfizer has excluded from the accretion calculations the
impact of purchase accounting adjustments, acquisition-related
costs, discontinued operations and certain significant items. Such
items can have a substantial impact on GAAP measures of financial
performance. For more information on the Adjusted Diluted EPS
measure see Pfizer’s 2015 Financial Report, which was filed as
exhibit 13 to Pfizer’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 and Pfizer’s Quarterly Report on Form
10-Q for the quarterly period ended July 3, 2016.
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Pfizer Inc.Media:Sally Beatty, 212-733-6566orInvestor:Ryan
Crowe, 212-733-8160orInformation Agent:Morrow Sodali203-658-9400
(Banks & Brokerage Firms)800-662-5200 (Shareholders)
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