UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 3)
MEDIVATION, INC.
(Name of Subject Company)
MEDIVATION, INC.
(Name of Person Filing Statement)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
58501N101
(CUSIP Number of Class of Securities)
Andrew Powell
General Counsel and Corporate Secretary
Medivation, Inc.
525 Market Street, 36th Floor
San Francisco, California 94105
(415) 543-3470
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
Jamie K. Leigh Kenneth L. Guernsey Cooley LLP 101 California Street, 5th Floor San Francisco, California 94111 (415) 693-2000 | Daniel A. Neff Mark Gordon Gregory E. Ostling Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 3 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Medivation, Inc., a Delaware corporation (“Medivation”), with the Securities and Exchange Commission on August 30, 2016 (the “Schedule 14D-9”), relating to the offer by Montreal, Inc., a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Pfizer Inc., a Delaware corporation (“Parent”, or “Pfizer”), to purchase all of the outstanding shares of Medivation’s common stock, par value $0.01 per share (the “Shares”), at a purchase price of $81.50 per Share, net to the seller in cash, without interest, subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 30, 2016, and the related Letter of Transmittal, each of which may be amended or supplemented from time to time.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Item 3 of the Schedule 14D-9 is hereby amended by adding the following words immediately before the period at the end of the first paragraph under the heading “Confidentiality Agreement” on page 15 of the Schedule 14D-9: “(the termination provision comprised of clauses i, ii and iii above, the “Fall-Away Provision”)”.
Item 4. The Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 is hereby amended by adding the words “, which included a six-month standstill provision with a fall-away provision identical to the Fall-Away Provision as defined under the heading “Confidentiality Agreement” under Item 3 on page 15 of the Schedule 14D-9,” in each of the following places under the heading “Background of Offer and Merger” of the Schedule 14D-9:
| i. | after the words “confidentiality agreements” in the second to last paragraph on page 19 of the Schedule 14D-9, which paragraph begins with the words “On June 29, 2016”; |
| ii. | after the words “confidentiality agreement” in the fourth complete paragraph on page 20 of the Schedule 14D-9, which paragraph begins with the words “On July 9, 2016”; and |
| iii. | after the words “confidentiality agreement” in the fifth complete paragraph on page 20 of the Schedule 14D-9, which paragraph begins with the words “On July 13”. |
Item 4 of the Schedule 14D-9 under the subheading “Opinion of J.P. Morgan” under the heading “Opinions of Financial Advisors” is hereby amended and restated as follows:
| i. | The following is hereby inserted at the end of page 32 of the Schedule 14D-9: |
“Results of the analysis were presented for Medivation and the selected companies as indicated in the following table:
| FV / 2017E Revenue | FV / 2018E Revenue | FV / 2018E EBITDA | ||||||||||
Celgene Corporation | 7.6x | 6.6x | 12.8x | |||||||||
Biogen Inc. | 5.8x | 5.4x | 10.5x | |||||||||
Shire plc | 5.5x | 5.1x | 11.1x | |||||||||
Regeneron Pharmaceuticals, Inc. | 7.6x | 6.6x | 16.7x | |||||||||
Alexion Pharmaceuticals, Inc. | 8.8x | 7.4x | 14.6x | |||||||||
Vertex Pharmaceuticals Incorporated | 10.1x | 7.7x | 18.7x | |||||||||
Actelion Ltd. | 7.2x | 6.3x | 15.1x | |||||||||
BioMarin Pharmaceutical Inc. | 11.9x | 9.8x | NM | |||||||||
Incyte Corporation | 10.3x | 9.2x | NM | |||||||||
Seattle Genetics, Inc. | 12.0x | 9.4x | NM |
Companies which had an EBITDA multiple of greater than 50.0x or less than 0.0x were excluded as outliers and are denoted in this section as “NM”).”
| ii. | The sentence immediately preceding the table under the subheading “Selected Transaction Analysis” on page 33 of the Schedule 14D-9 is hereby deleted and replaced with the following sentence: |
“The transactions and the resulting Two-Year Forward FV / Revenue multiples considered were as follows:”
| iii. | The table under the subheading “Selected Transaction Analysis” on page 33 of the Schedule 14D-9 is hereby deleted and replaced with the following table: |
Announcement Date | Acquiror | Target | Two-Year Forward FV / Revenue | |||||
March 4, 2015 | AbbVie Inc. | Pharmacyclics, Inc. | 11.5x | |||||
December 8, 2014 | Merck & Co., Inc. | Cubist Pharmaceuticals, Inc. | 5.9x | |||||
August 24, 2014 | Roche Holding AG | InterMune, Inc. | 14.0x | |||||
December 19, 2013 | Bayer AG | Algeta ASA | 10.4x | |||||
August 25, 2013 | Amgen Inc. | Onyx Pharmaceuticals, Inc. | 7.9x | |||||
June 29, 2012 | Bristol-Myers Squibb Company and AstraZeneca plc | Amylin Pharmaceuticals, Inc. | 7.8x | |||||
November 21, 2011 | Gilead Sciences, Inc. | Pharmasset, Inc. | NM | |||||
February 16, 2011 | Sanofi | Genzyme Corporation | 4.0x | |||||
June 30, 2010 | Celgene Corporation | Abraxis BioScience, Inc. | 5.8x | |||||
May 16, 2010 | Astellas Pharma Inc. | OSI Pharmaceuticals, Inc. | 6.8x | |||||
October 6, 2008 | Eli Lilly and Company | ImClone Systems Inc. | 6.5x | |||||
April 10, 2008 | Takeda Pharmaceutical Company Limited | Millennium Pharmaceuticals, Inc. | 12.0x | |||||
December 10, 2007 | Eisai Co., Ltd. | MGI PHARMA, INC. | 5.5x | |||||
November 18, 2007 | Celgene Corporation | Pharmion Corporation | 4.9x | |||||
April 23, 2007 | AstraZeneca plc | MedImmune Inc. | 9.1x | |||||
Item 4 of the Schedule 14D-9 under the subheading “Opinion of Evercore” under the heading “Opinions of Financial Advisors” is hereby amended and restated as follows:
| i. | The following is hereby inserted after the sentence “The results of these calculations were as follows:” under the subheading “Selected Peer Group Public Trading Analysis” on page 39 of the Schedule 14D-9: |
| Enterprise Values/ Net Revenue Multiples | ||||||||
| 2017E | 2018E | |||||||
Alexion Pharmaceuticals, Inc. | 8.80x | 7.34x | ||||||
Vertex Pharmaceuticals Inc. | 10.16x | 7.75x | ||||||
Actelion Pharmaceuticals Ltd. | 7.24x | 6.30x | ||||||
BioMarin Pharmaceutical Inc. | 11.82x | 9.75x | ||||||
Incyte, Corp. | 10.39x | 9.31x | ||||||
Seattle Genetics, Inc. | 12.08x | 9.58x | ||||||
| ii. | The first table under the subheading “Precedent Transaction Analysis” on page 40 of the Schedule 14D-9 is hereby deleted and replaced with the following table: |
Date Announced | Target | Acquiror | TV/NTM Net Revenue multiples | |||||
3/4/2015 | Pharmacyclics, Inc. | Abbvie, Inc. | 16.61x | |||||
12/8/2014 | Cubist Pharmaceuticals LLC | Merck & Co., Inc. | 6.69x | |||||
8/24/2014 | InterMune, Inc. | Roche Holding AG | 29.86x | |||||
12/19/2013 | Algeta ASA | Bayer Nordic SE | 21.58x | |||||
8/25/2013 | Onyx Pharmaceuticals, Inc. | Amgen Inc. | 12.44x | |||||
6/29/2012 | Amylin Pharmaceuticals, LLC | Bristol-Myers Squibb Company; AstraZeneca PLC | 8.91x | |||||
2/16/2011 | Genzyme Corporation | Sanofi-Aventis | 3.83x | |||||
6/30/2010 | Abraxis BioScience, Inc. | Celgene Corporation | 6.42x | |||||
5/16/2010 | OSI Pharmaceuticals Inc. | Astellas US Holding, Inc. | 7.29x | |||||
10/6/2008 | ImClone Systems LLC | Eli Lilly and Company | 7.87x | |||||
4/10/2008 | Millennium Pharmaceuticals, Inc. | Takeda Pharmaceutical Company | 13.56x | |||||
12/10/2007 | MGI Pharma, Inc. | Eisai Co., Ltd. | 7.44x | |||||
11/19/2007 | Pharmion Corporation | Celgene Corporation | 7.01x | |||||
4/23/2007 | MedImmune, Inc. | AstraZeneca PLC | 9.52x | |||||
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
MEDIVATION, INC. | ||
By: | /s/ Andrew Powell | |
Name: | Andrew Powell | |
Title: | General Counsel and Corporate Secretary | |
Dated: September 14, 2016
