Photographer: Krisztian Bocsi/Bloomberg

Sanofi to Spend $4.2 Million on Effort to Oust Medivation Board

  • French drugmaker offers $75,000 to each board nominee
  • Medivation warns shareholders against ‘devil’s bargain’

Sanofi expects to spend about $4.2 million in an attempt to get Medivation Inc. shareholders to oust the U.S. drugmaker’s board.

So far the Paris-based company has spent about $925,000 on the process, it said in a filing Tuesday with the U.S. Securities and Exchange Commission. France’s largest drugmaker has offered $75,000 to each of the eight candidates it’s nominating to Medivation’s board, according to the document.

Sanofi Chief Executive Officer Olivier Brandicourt is going straight to the target’s investors, asking them to vote to eject the board that spurned his $9.3 billion takeover offer. Medivation, in a separate filing, warned of a “devil’s bargain” and said the new directors could settle for a takeover price that isn’t in shareholders’ interest.

Today’s filing is Sanofi’s preliminary consent solicitation form, the document it will send to Medivation shareholders. It gives details ranging from the dates of telephone conversations between Brandicourt and his counterpart at Medivation, David Hung, to fees paid for calls to individual investors. The SEC must clear the final solicitation materials before the drugmaker can seek shareholders’ permission to change the board. A majority is required to replace directors.

Calling Shareholders

Innisfree M&A Inc. will help with the consent solicitation process for an initial fee of $75,000, the documents show. It stands to get a $1 million fixed fee after the filing of Sanofi’s definitive consent solicitation statement and another $150,000 if the two companies reach a definitive agreement. 

Sanofi also agreed to pay Innisfree $5.50 for each call to or from individual investors, should that become necessary. Innisfree will be employing about 50 people in connection with the process, according to the documents. Medivation, for its part, hired MacKenzie Partners Inc. to communicate with its shareholders.

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