Press Release: Sanofi completes acquisition of Provention Bio, Inc.
Sanofi completes acquisition of Provention Bio,
Inc.
Paris, April 27
2023. Sanofi announced today the
completion of its acquisition of Provention Bio, Inc. (“Provention
Bio”). The acquisition adds TZIELD (teplizumab-mzwv), an
innovative, fully owned, first-in-class therapy in type 1 diabetes
to Sanofi’s core asset portfolio in General Medicines and further
drives its strategic shift toward products with a differentiated
profile.
Olivier CharmeilExecutive Vice
President, General Medicines, Sanofi “We are excited to finalize
our acquisition of Provention Bio, Inc. This strategic fit for
Sanofi lies at the intersection of our growth in immune-mediated
diseases and disease-modifying therapies in areas of high unmet
need.”
On November 17, 2022 the U.S. Food and Drug
Administration approved TZIELD injection to delay the onset of
stage 3 type 1 diabetes in adults and pediatric patients 8 years
and older who currently have stage 2 type 1 diabetes.
The tender offer for all of the outstanding shares
of Provention Bio common stock expired at one minute after 11:59
P.M., Eastern Time, on Wednesday, April 26, 2023. The minimum
tender condition and all of the other conditions to the offer have
been satisfied and on April 27, 2023, Sanofi 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validly withdrawn.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 Provention Bio through the
merger of a wholly owned subsidiary of Sanofi with and into
Provention Bio, pursuant to Section 251(h) of the General
Corporation Law of the State of Delaware, with Provention Bio
continuing as the surviving corporation and becoming an indirect,
wholly owned subsidiary of Sanofi.
In connection with the merger, all Provention Bio
shares not validly tendered in the tender offer have been converted
into the right to receive the same $25.00 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.
As of April 27, 2023, Provention Bio common stock
will cease to be traded on the NASDAQ Global Select Stock
Market.
PJT Partners acted as exclusive financial advisor
to Sanofi and Weil, Gotshal & Manges LLP acted as its legal
counsel. BofA Securities, Inc. and Centerview Partners LLC acted as
financial advisors to Provention Bio and Ropes & Gray LLP acted
as its legal counsel.
About SanofiWe are an innovative global
healthcare company, driven by one purpose: we chase the miracles of
science to improve people’s lives. Our team, across some 100
countries, is dedicated to transforming the practice of medicine by
working to turn the impossible into the possible. We provide
potentially life-changing treatment options and life-saving vaccine
protection to millions of people globally, while putting
sustainability and social responsibility at the center of our
ambitions. Sanofi is listed on EURONEXT: SAN and NASDAQ: SNY
Media RelationsSandrine
Guendoul | + 33 6 25 09 14 25
| sandrine.guendoul@sanofi.comEvan Berland |
+1 215 432 0234 | evan.berland@sanofi.comNicolas
Obrist | + 33 6 77 21 27 55
| nicolas.obrist@sanofi.comVictor
Rouault | + 33 6 70 93 71 40
| victor.rouault@sanofi.com
Investor RelationsEva
Schaefer-Jansen | + 33 7 86 80 56 39
| eva.schaefer-jansen@sanofi.comArnaud
Delépine | + 33 6 73 69
36 93 | arnaud.delepine@sanofi.comCorentine
Driancourt | + 33 6 40 56 92 21 |
corentine.driancourt@sanofi.comFelix
Lauscher | + 1 908 612 7239 |
felix.lauscher@sanofi.comTarik Elgoutni| + 1 617
710 3587 | tarik.elgoutni@sanofi.comNathalie
Pham | + 33 7 85 93 30 17 |
nathalie.pham@sanofi.com
Sanofi Forward-Looking
StatementsThis press release contains forward-looking
statements. Forward-looking statements are statements that are not
historical facts. These statements may include projections and
estimates regarding the marketing and other potential of the
product, or regarding potential future revenues from the product,
and their underlying assumptions, statements regarding plans,
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development and potential, and statements regarding future
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Sanofi’s management 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,
that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forwardlooking information and statements. These risks and
uncertainties include among other things, unexpected regulatory
actions or delays, or government regulation generally, that could
affect the availability or commercial potential of the product, the
fact that product may not be commercially successful and other
risks associated with executing business combination transactions,
such as the risk that the businesses will not be integrated
successfully, 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, as well as other
risks related to Sanofi’s business, including the uncertainties
inherent in research and development, including future clinical
data and analysis of existing clinical data relating to the
product, including post marketing, unexpected safety, quality or
manufacturing issues, competition in general, risks associated with
intellectual property and any related future litigation and the
ultimate outcome of such litigation, and volatile economic and
market conditions, and the impact that pandemics or other global
crises may have on us, our customers, suppliers, vendors, and other
business partners, and the financial condition of any one of them,
as well as on our employees and on the global economy as a whole.
The risks and uncertainties also include the uncertainties
discussed or identified in the public filings with 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,
2022. Other than as required by applicable law, Sanofi does not
undertake any obligation to update or revise any forward-looking
information or statements.
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