Sanofi completes Principia Biopharma Inc. acquisition
28 Settembre 2020 - 3:30PM
Sanofi completes Principia Biopharma Inc. acquisition
Sanofi completes Principia Biopharma Inc.
acquisition
*Principia Biopharma Inc. is now a wholly owned subsidiary of
Sanofi
PARIS – September 28, 2020
– Sanofi announced today the successful completion
of its acquisition of Principia Biopharma Inc. (“Principia”) for
$100 per share in cash.
“The Principia acquisition further strengthens
our core areas of autoimmune and allergic diseases, giving us full
control of tolebrutinib (SAR442168), as well as additional BTK
inhibitors to further develop,” said Paul Hudson, Sanofi Chief
Executive Officer. “The Principia integration into Sanofi augments
our small molecule research capabilities as we look to maintain
leadership in the discovery and development of oral medicines for
serious illnesses.”
The tender offer for all of the outstanding
shares of Principia common stock expired as scheduled at one minute
after 11:59 p.m., Eastern Time, on Friday, September 25, 2020. The
minimum tender condition and all of the other conditions to the
offer have been satisfied and on September 28, 2020, Sanofi and its
wholly owned subsidiary Kortex Acquisition Corp. (“Purchaser”),
accepted for payment and will promptly pay for all shares validly
tendered and not validly withdrawn.
Following its acceptance of the tendered shares,
Sanofi completed its acquisition of Principia through the merger of
Purchaser with and into Principia, pursuant to Section 251(h) of
the General Corporation Law of the State of Delaware, with
Principia continuing as the surviving corporation and becoming an
indirect, wholly owned subsidiary of Sanofi.
In connection with the merger, all Principia
shares not validly tendered in the tender offer have been converted
into the right to receive the same $100 per share in cash, without
interest thereon and net of any applicable withholding taxes, that
would have been paid had such shares been validly tendered in the
tender offer. Principia common stock will cease to be traded on the
NASDAQ Global Select Stock Market.
Evercore acted as financial advisor to Sanofi
and Weil, Gotshal & Manges LLP acted as its legal counsel.
Centerview Partners LLC and BofA Securities, Inc. acted as
financial advisors to Principia and Cooley LLP acted as its legal
counsel.
About Sanofi Sanofi is dedicated to
supporting people through their health challenges. We are a global
biopharmaceutical company focused on human health. We prevent
illness with vaccines, provide innovative treatments to fight pain
and ease suffering. We stand by the few who suffer from rare
diseases and the millions with long-term chronic conditions.
With more than 100,000 people in 100 countries, Sanofi is
transforming scientific innovation into healthcare solutions around
the globe. Sanofi, Empowering Life |
Media Relations Contact Ashleigh Koss Tel.: +1
908-205-2572 ashleigh.koss@sanofi.com |
Investor
Relations Contacts Paris Eva Schaefer-Jansen Arnaud
DelepineYvonne Naughton Investor Relations Contacts
North America Felix LauscherFara BerkowitzSuzanne Greco
IR main lineTel.: +33 (0)1 53 77 45 45 ir@sanofi.com
https://www.sanofi.com/en/investors/contact |
Forward-Looking StatementsThis
communication contains forward-looking statements. Forward-looking
statements are statements that are not historical facts and may
include projections and estimates and their underlying assumptions,
statements regarding plans, objectives, intentions and expectations
with respect to future financial results, events, operations,
services, product development and potential, and statements
regarding future performance. Forward-looking statements are
generally identified by the words “expects”, “anticipates”,
“believes”, “intends”, “estimates”, “plans”, “will be” and similar
expressions. Although Sanofi’s and Principia’s management each
believes that the expectations reflected in such forward-looking
statements are reasonable, investors are cautioned that
forward-looking information and statements are subject to various
risks and uncertainties, many of which are difficult to predict and
generally beyond the control of Sanofi and Principia, that could
cause actual results and developments to differ materially from
those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include
among other things, risks related to the successful integration of
Sanofi and Principia, that such integration may be more difficult,
time-consuming or costly than expected or that the expected
benefits of the acquisition will not be realized, risks related to
future opportunities and plans for the combined company, including
uncertainty of the expected financial performance and results of
the combined company, and the possibility that, if Sanofi
does not achieve the perceived benefits of the acquisition as
rapidly or to the extent anticipated by financial analysts or
investors, the market price of Sanofi’s shares could decline, as
well as other risks related Sanofi’s and Principia’s respective
business, including the ability to grow sales and revenues from
existing products and to develop, commercialize or market new
products, competition, including potential generic competition, the
uncertainties inherent in research and development, including
future clinical data and analysis, regulatory obligations and
oversight by regulatory authorities, such as the FDA or the EMA,
including decisions of such authorities regarding whether and when
to approve any drug, device or biological application that may be
filed for any product candidates as well as decisions regarding
labelling and other matters that could affect the availability or
commercial potential of any product candidates, the absence of a
guarantee that any product candidates, if approved, will be
commercially successful, the future approval and commercial success
of therapeutic alternatives, Sanofi’s ability to benefit from
external growth opportunities and to complete related transactions
and/or obtain regulatory clearances, risks associated with Sanofi’s
and Principia’s intellectual property and any related pending or
future litigation and the ultimate outcome of such
litigation, trends in exchange rates and prevailing interest rates,
volatile economic and market conditions, cost containment
initiatives and subsequent changes thereto, and the impact that
COVID-19 will have on Sanofi and Principia and their respective
customers, suppliers, vendors, and other business partners, and the
financial condition of any one of them, as well as on Sanofi’s and
Principia’s employees and on the global economy as a whole.
Any material effect of COVID-19 on any of the foregoing could also
adversely impact Sanofi and Principia. This situation is changing
rapidly and additional impacts may arise of which Sanofi and
Principia are not currently aware and may exacerbate other
previously identified risks. While the list of factors presented
here is representative, no list should be considered a statement of
all potential risks, uncertainties or assumptions that could have a
material adverse effect on Sanofi’s consolidated financial
condition or results of operations. The foregoing factors should be
read in conjunction with the risks and cautionary statements
discussed or identified in the public filings with the U.S.
Securities and Exchange Commission (the “SEC”) and the AMF made by
Sanofi, including those listed under “Risk Factors” and “Cautionary
Statement Regarding Forward-Looking Statements” in Sanofi’s annual
report on Form 20-F for the year ended December 31, 2019, and the
current reports on Form 8-K, quarterly reports on Form 10-Q and
annual reports on Form 10-K filed by Principia with the SEC. The
forward-looking statements speak only as of the date hereof and,
other than as required by applicable law, Sanofi and Principia do
not undertake any obligation to update or revise any
forward-looking information or statements. |
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