Pfizer Announces Expiration of HSR Waiting Period For Proposed Acquisition of Medivation
23 September 2016 - 10:30PM
Business Wire
- Transaction expected to close in the
Third-Quarter 2016
Pfizer Inc. (NYSE: PFE) today announced 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, Inc. (NASDAQ: MDVN).
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.
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 proposed
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 statements about
the anticipated timing of closing of the acquisition. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions to closing the acquisition in the
anticipated timeframe or at all, including uncertainties as to how
many of Medivation’s stockholders will tender their shares in the
tender offer and the possibility that the acquisition does not
close; risks related to the ability to realize the anticipated
benefits of the acquisition, including the possibility that the
expected benefits from the proposed 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 the proposed 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 proposed 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 Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, all of which are filed with the U.S.
Securities and Exchange Commission (the “SEC”) and available
at www.sec.gov (link is external).
The information contained in this release is as of September 23,
2016. Pfizer assumes no obligation to update forward-looking
statements contained in this release as the result of new
information or future events or developments.
Additional Information and Where to Find It
This announcement is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities. The solicitation and offer to buy Medivation stock is
only being made pursuant to an Offer to Purchase and related tender
offer materials. On August 30, 2016, Pfizer and its acquisition
subsidiary filed a Tender Offer Statement on Schedule TO and
Medivation filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer, each
as may be amended or supplemented. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN
IMPORTANT INFORMATION. MEDIVATION STOCKHOLDERS ARE URGED TO READ
THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT HOLDERS OF MEDIVATION SECURITIES SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, are available to all holders
of Medivation stock at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement are
available for free at the SEC’s website at www.sec.gov. Additional
copies may be obtained for free by contacting Pfizer or Medivation.
Copies of the documents filed with the SEC by Medivation are
available free of charge on Medivation’s internet website at
http://www.medivation.com or by contacting Medivation’s Investor
Relations Department at (650) 218-6900. Copies of the documents
filed with the SEC by Pfizer are available free of charge on
Pfizer’s internet website at http://www.pfizer.com or by contacting
Pfizer’s Investor Relations Department at (212) 733-2323.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Pfizer and Medivation
each file annual, quarterly and current reports and other
information with the SEC. You may read and copy any reports or
other information filed by Pfizer or Medivation at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800- SEC-0330 for further information on
the public reference room. Pfizer’s and Medivation’s filings with
the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160923005376/en/
For Pfizer:Media:Joan
Campion, 212-733-2798orInvestors:Ryan
Crowe, 212-733-8160
Medivation, Inc. (MM) (NASDAQ:MDVN)
Historical Stock Chart
From Jan 2025 to Feb 2025
Medivation, Inc. (MM) (NASDAQ:MDVN)
Historical Stock Chart
From Feb 2024 to Feb 2025