The San Francisco-based company filed a preliminary consent revocation statement noting that Sanofi's proposed board of directors, which it released on May 25, are inexperienced in the biopharma sector, and that Sanofi's proposed bid of $9.3 billion for the company is too low.
Medivation, which has a market cap of $9.96 billion, was trading at $60.48 per share Friday morning. The company could not be reached for comment.
Sanofi, which has a market cap of $105.76 billion, was trading at $41.04 per share Friday morning. Sanofi declined comment beyond what was in its May 25 press release.
"This isn't surprising," analyst Chad Messer of Needham said in a phone interview. "This is a next step. They're going to fight it out."
Paris-based pharma company Sanofi and Medivation have been embroiled in a public fight over Sanofi's attempts to buy the oncology drugmaker since late April, when Sanofi made its first offer of $52.50 per share for the company.
Medivation rejected the bid a day later, and since then, Sanofi has threatened to make a hostile takeover bid, in which it would nominate its own directors to Medivation's board. Sanofi finally fulfilled its promise two days ago.
"Unfortunately, this has left us with no choice but to commence a process to elect directors who are more open to supporting the best interests of Medivation shareholders regarding a potential transaction,"said Olivier Brandicourt, M.D., Sanofi CEO in a press release.
Sanofi on May 25 formally launched its proxy fight to elect a dissident slate of eight board candidates seeking to take control of Medivation's eight-person board by submitting preliminary consent solicitation documents with the Securities and Exchange Commission.
Specifically, Sanofi put up for election Barbara Deptula, director of AMAG Pharmaceuticals; Wendy Lane, chair of investment firm Lane Holdings; Ronald Rolfe, a retired partner of Cravath Swaine & Moore; Steven Shulman, chairman of Accretive Health and CareCentrix; Charles Slacik, former CFO and senior vice president of Beckman Coulter; James Tyree, co-founder of private equity firm Tyree & D'Angelo Partners and David Wilson, former president and CEO of the Graduate Management Admission Council.
However, according to Medivation, the proposed board members "collectively lack experience in the biopharmaceutical industry."
"As [Medivation] has in the past, they've tried to make a very strong, no-words-minced case," Messer said. "The offer is too low."
He pointed to language in the SEC filing from Medivation, which called the deal itself a "devil's bargain" because Medivation would "forfeit the prospects of considerable near- and long-term value creation by installing hand-picked nominees with minimal biotechnology industry experience," and disparaging Sanofi's deal track record, as examples of Medivation's tenacity against this deal.
"Sanofi's track record in oncology raises serious concerns about its understanding of the value of Medivation's business," the company wrote in the filing. "Sanofi's lack of recent success in oncology, and the significant deterioration of its oncology franchise, suggest that it is not well-suited to evaluate or realize the significant opportunities associated with Medivation's oncology assets."
At some point, Medivation's shareholders will have to vote whether to oust the current board members, although when that vote would take place is unclear.
Needham's Messer said Medivation would likely consider a larger offer, even if it came from Sanofi following this hostile takeover attempt.
"Business is business, they would have to reconsider a higher offer," Messer said. "The crux of their argument is that they're not being valued. It would be disingenuous not to take it."
"Something north of $60 per share is a great deal," Messer added.
As for reports of other companies like Gilead Sciences (GILD) - Get Report and Celgene (CELG) - Get Report making bids for Medivation, Messer said he couldn't speculate. However, based on the way the industry is consolidating rapidly, it's likely that at least one other large cap pharmaceutical company put in a bid for Medivation.