Date: 2016-09-23
Type of information: Company acquisition
Acquired company: Medivation (USA - CA)
Acquiring company: Pfizer (USA - NY)
Amount: $14 billion (€ 12.36 billion)
Terms: * On September 23, 2016, Pfizerannounced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended has expired with respect to Pfizer’s pending acquisition of Medivation. Pfizer now expects to complete the acquisition in the Third-Quarter 2016. The closing of the tender offer remains subject to other customary closing conditions, including the tender of a majority of the outstanding shares of Medivation common stock. * On August 22, 2016, Pfizer and Medivation announced that they have entered into a definitive merger agreement under which Pfizer will acquire Medivation for $81.50 a share in cash for a total enterprise value of approximately $14 billion. The Boards of Directors of both companies have unanimously approved the merger, which is expected 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. Pfizer does not expect the transaction to impact its current 2016 financial guidance.
Under the terms of the merger agreement, a subsidiary of Pfizer will commence a cash tender offer to purchase all of the outstanding shares of Medivation common stock for $81.50 per share, net to the seller in cash, without interest, subject to any required withholding of taxes. The closing of the tender offer is subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of the outstanding shares of Medivation common stock. The merger agreement contemplates that Pfizer will acquire any shares of Medivation that are not tendered into the offer through a second-step merger, which will be completed promptly following the closing of the tender offer. Pfizer expects to complete the acquisition in the Third- or Fourth-Quarter 2016.
Pfizer's financial advisors for the transaction were Guggenheim Securities and Centerview Partners , with Ropes & Gray LLP acting as its legal advisor. J.P. Morgan Securities and Evercore served as Medivation's financial advisors, while Cooley LLP and Wachtell, Lipton, Rosen & Katz served as its legal advisors.
Details: Medivation is a San Francisco-based biopharmaceutical company with one marketed prostate cancer therapy, Xtandi®, and two additional oncology assets in clinical development. Xtandi® (enzalutamide) is an androgen receptor inhibitor that blocks multiple steps in the androgen receptor signaling pathway within the tumor cell. The drug has achieved worldwide annual net sales of $2.2 billion on a run rate basis, less than four years after its initial approval. Xtandi® is poised to capitalize on a substantial, near-term commercial opportunity in urology, enabling it to serve a larger patient population of men with metastatic castration-resistant prostate cancer (mCRPC) and increasing the duration of therapy. The PDUFA date for TERRAIN/STRIVE label expansion on October 22, 2016. In April, the CHMP issued a positive opinion to include findings from the TERRAIN trial in the European label.
In addition, Medivation has a promising, wholly-owned, late-stage oncology pipeline, which includes two development-stage oncology assets, talazoparib and pidilizumab. Talazoparib, currently in a Phase 3 study for the treatment of BRCA-mutated breast cancer, has the potential to be a highly potent PARP inhibitor and could be efficacious across several additional tumors. Pidilizumab is an immuno-oncology asset being developed for diffuse large B-cell lymphoma and other hematologic malignancies and has the potential to be combined with immuno-oncology therapies in Pfizer's portfolio.
Related: Cancer - Oncology
