Medivation (MDVN), Pfizer (PFE) File Premerger Notification with FTC

September 9, 2016 6:15 AM EDT

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Medivation (NASDAQ: MDVN) disclosed the following in a U.S. SEC filing on Friday morning:

Items 1 through 11.

The information set forth in the Offer to Purchase under “The Tender Offer—Section 16—Certain Legal Matters; Regulatory Approvals” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraph at the end of the subsection titled “Compliance with the HSR Act” on page 45 of the Offer to Purchase:

“On September 7, 2016, each of Pfizer and Medivation filed a Premerger Notification and Report Form with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer. Accordingly, the required waiting period with respect to the Offer will expire in the ordinary course at 11:59 p.m., Eastern Time on September 22, 2016.”

The information set forth in the Offer to Purchase under “The Tender Offer—Section 16—Certain Legal Matters; Regulatory Approvals” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby further amended and supplemented by adding the following paragraph at the end of such section on page 45 of the Offer to Purchase:

“Securityholder Litigation. On September 7, 2016, a complaint captioned Klein v. Medivation, Inc., et al., Case No. 3:16-cv-05154, was filed in the United States District Court for the Northern District of California against Medivation and each member of Medivation’s board of directors. The action was brought by David Klein, who claims to be a stockholder of Medivation, on his own behalf, and seeks certification as a class action on behalf of all of Medivation’s stockholders. The complaint alleges, among other things, that the process leading up to the proposed acquisition was inadequate and that the Schedule 14D-9 omits certain material information, which the complaint alleges renders the information disclosed materially misleading. The complaint seeks to enjoin the proposed transaction, or in the event the proposed transaction is consummated, to recover money damages.”



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