Medivation (MDVN) Bidding War Was Even Hotter Than the Market Thought

August 31, 2016 8:33 AM EDT

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Before reaching a definitive $14 billion agreement with Pfizer (NYSE: PFE), the market knew Medivation (NASDAQ: MDVN) was in hot demand... but just how hot may have been underestimated.

In its proxy filing after the close Tuesday, Medivation disclosed that in addition to Pfizer, four other suitors submitted bids and two others bid over $80 per share at the end of the sale process ($81.50 was the agreed upon price with Pfizer).

(First there were 5) On August 8, 2016, each of the Interested Parties submitted non-binding written preliminary proposals for the acquisition of Medivation. Pfizer submitted a preliminary proposal for the all-cash acquisition of Medivation for $65.00 per Share. Company 1 submitted a preliminary proposal for the all-cash acquisition of Medivation for $71.00 per Share. Company 2 submitted a preliminary proposal for the all-cash acquisition of Medivation for $62.00—$64.00 per Share. Company 3 submitted a preliminary proposal to acquire Medivation for $60.00 per Share in cash, plus CVRs of up to $10.00 per Share, conditioned on certain revenue metrics. Company 4 submitted a preliminary proposal to acquire Medivation for $63.00 per Share in cash, plus CVRs of up to $5.00 per Share conditioned on certain regulatory milestones for pipeline assets.

(Then there was 4) Company 4 later dropped out of the bidding, but Pfizer, Company 1, Company 2, and Company 3 all submitted higher offers:

On Friday, August 19, 2016, each of Pfizer, Company 1, Company 2, and Company 3 submitted a definitive proposal for an all-cash acquisition of Medivation. Company 4 declined to submit a definitive proposal and ceased participation in the strategic transaction process. The definitive proposals, in order of increasing valuation, were from Company 3 for $72.50 per Share in cash, Company 1 for $73.00 per Share in cash, Company 2 for $75.50 per Share in cash, and Pfizer for $77.00 per Share in cash. Together with their definitive proposals, each of Company 1 and Company 3 also submitted a revised version of the merger agreement.

(Then there was 3) Company 3 dropped out the evening of August 19, 2016. However, on August 20, Pfizer, Company 1, and Company 2 submitted a final proposal.

Later that morning, on August 20, 2016, beginning at 11:51 a.m. Pacific Time, each of Pfizer, Company 1, and Company 2 submitted a final proposal, each of which had been approved by the board of directors of the respective bidding party and each of which included confirmation that it was not subject to further diligence, and a revised draft of the merger agreement. Pfizer submitted a revised final proposal to acquire Medivation for $81.50 per share. Company 1 submitted a revised final proposal to acquire Medivation for $80.25 per share. Company 2 submitted a revised final proposal to acquire Medivation for $80.00 per share.

(Then there was 1) Medivation agreed to be acquired by Pfizer for $81.50 per share.

The full proxy can be found here.



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