Sanofi to Acquire Bioverativ for $11.6 Billion Expands
Sanofi's presence in specialty care and strengthens leadership in
rare diseases Adds leader in the growing hemophilia market and
provides platform for expansion in other rare blood disorders
Drives meaningful shareholder value with ROIC expected to exceed
cost of capital within three years Enhances Sanofi's sustainable
revenue and earnings growth Provides immediate Business EPS
accretion[1] Paris (France) and Waltham, Mass. - January
22, 2018 - Sanofi and Bioverativ Inc., a biopharmaceutical
company focused on therapies for hemophilia and other rare blood
disorders, have entered into a definitive agreement under which
Sanofi will acquire all of the outstanding shares of Bioverativ for
$105 per share in cash, representing an equity value of
approximately $11.6 billion (on a fully diluted basis). The
transaction was unanimously approved by both the Sanofi and
Bioverativ Boards of Directors. "With Bioverativ, a leader in the
growing hemophilia market, Sanofi enhances its presence in
specialty care and leadership in rare diseases, in line with its
2020 Roadmap, and creates a platform for growth in other rare blood
disorders. Together, we have a great opportunity to bring
innovative medicines to patients worldwide, building on
Bioverativ's success in driving new standards of care with its
extended half-life factor replacement therapies," commented Olivier
Brandicourt, Sanofi's Chief Executive Officer. "Combined, we
will continue to leverage our scientific know-how, disciplined
focus and development expertise that best position us to drive
value for our shareholders and create breakthrough treatments for
patients." Bioverativ Chief Executive Officer, John Cox, noted,
"Bioverativ was created to bring meaningful progress to people
living with hemophilia and other rare blood disorders, and I am
extremely proud of the accomplishments we've made toward that
mission over the past year. We have expanded upon the success of
Eloctate and Alprolix, which are making a difference in the lives
of people with hemophilia every day, and built a pipeline of novel
programs for people with rare blood disorders. Sanofi brings proven
capabilities and a global infrastructure, which we believe will
help to more rapidly expand access to our medicines globally and
further our mission of transforming the lives of people with rare
blood disorders. Our Chairman, Brian Posner, our entire Board and I
strongly believed our spin-off would create meaningful value for
shareholders, and this transaction delivers tremendous value for
the shareholders who have invested in and supported our
mission." Creating a Leading Hemophilia Portfolio With
approximately $10 billion in annual sales and 181,000[2] people
affected worldwide, hemophilia represents the largest market for
rare diseases and is expected to grow above 7%[3] per year through
2022. Treatment options for patients are shaped by shifting
standards of care worldwide and include prophylaxis and extended
half-life products, and the development and adoption of innovative
therapies. Bioverativ's extended half-life therapies, Eloctate®
[Antihemophilic Factor VIII (Recombinant), Fc Fusion Protein] and
Alprolix® [Coagulation Factor IX (Recombinant), Fc Fusion Protein]
for the treatment of hemophilia A and B, respectively, represented
the first major advancements in the hemophilia market in nearly two
decades when launched. In 2016, Bioverativ generated $847 million
in sales and $41 million in royalties. Bioverativ currently markets
the two products in the United States, Japan, Canada and Australia,
and plans to expand into additional geographies. The therapies are
also commercialized in the European Union and other countries under
a collaboration agreement. Sanofi believes factor replacement
therapy will remain the standard of care in hemophilia for many
years due to excellent safety and its increasingly superior
long-acting profile. Sanofi will be able to leverage
Bioverativ's clinical expertise and existing commercial platform to
advance fitusiran, an investigational RNA interference (RNAi)
therapeutic for hemophilia A and B, with or without
inhibitors. Sanofi recently announced a restructuring of its
rare disease alliance with Alnylam Pharmaceuticals, with Sanofi
obtaining global development and commercialization rights to
fitusiran. Strengthening Sanofi's Specialty Care Portfolio
One of the priorities of Sanofi's 2020 roadmap is to "Reshape the
Portfolio" and focus on areas where the company currently has, or
can effectively build, a leadership position. The addition of
Bioverativ supports this priority by adding to our portfolio a
differentiated offering of innovative therapies and providing a
platform for growth in rare blood disorders, which will expand our
presence in specialty care, further strengthen our leadership
position in rare diseases and meet the needs of the patient
community. Beyond its two marketed products, Bioverativ's pipeline
includes a program in Phase 3 testing for cold agglutinin disease,
and early stage research programs and collaborations in hemophilia,
and other rare blood disorders, including sickle cell disease and
beta thalassemia. Sanofi's R&D organization will support
Bioverativ in bringing these important therapies to patients
faster. Furthermore, Sanofi's global presence, proven
expertise and success in launching specialty medicines, and
established footprint in key emerging markets will help Bioverativ
fully capitalize on growth opportunities for Bioverativ's current
and future products. Delivering Shareholder Value
The addition of Bioverativ is expected to drive
meaningful value for Sanofi's shareholders, with strong cash flows
from Bioverativ's growing products expected to increase Sanofi's
financial and operational scale. The acquisition is expected to be
immediately accretive to Sanofi's Business EPS in FY2018 and up to
5% accretive in FY2019. Sanofi is also projected to achieve ROIC in
excess of cost of capital within three years. Sanofi expects to
preserve its strong credit rating. Transaction Terms Under
the terms of the merger agreement, Sanofi will commence a tender
offer to acquire all of the outstanding shares of Bioverativ common
stock at a price of $105 per share in cash. The $105 per
share acquisition price represents a 64 percent premium to
Bioverativ's closing price on January 19, 2018. The
consummation of the tender offer is subject to various conditions,
including the tender of at least a majority of the outstanding
Bioverativ shares, redelivery of a tax opinion delivered at
signing, the expiration or termination of the waiting period under
the Hart Scott Rodino Antitrust Improvements Act and receipt of
certain other regulatory approvals, and other customary
conditions. Following the successful completion of the tender
offer, a wholly owned subsidiary of Sanofi will merge with
Bioverativ and the outstanding Bioverativ shares not tendered in
the tender offer will be converted into the right to receive the
same $105 per share in cash paid in the tender offer. The tender
offer is expected to commence in February 2018. Sanofi plans to
finance the transaction with a combination of cash on hand and
through new debt to be raised. The tender offer is not subject to
any financing condition. Subject to the satisfaction or waiver of
customary closing conditions, the transaction is expected to close
within three months. Lazard is acting as exclusive financial
advisor to Sanofi. Guggenheim Securities and J.P. Morgan Securities
LLC are acting as financial advisors to Bioverativ. Weil, Gotshal
& Manges LLP is serving as legal counsel to Sanofi. Paul,
Weiss, Rifkind, Wharton & Garrison LLP is serving as legal
counsel to Bioverativ. Conference Call Sanofi will host a
webcast live on Sanofi's website at 2:00 pm CET/8:00 am EST on
Monday, January 22, 2018. The webcast details and full presentation
will be made available on Sanofi's Investor Relations webpage. |
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 About
Bioverativ Bioverativ (NASDAQ: BIVV) is a global
biopharmaceutical company dedicated to transforming the lives of
people with hemophilia and other rare blood disorders through
world-class research, development and commercialization of
innovative therapies. Launched in 2017 following separation from
Biogen Inc., Bioverativ builds upon a strong heritage of scientific
innovation and is committed to actively working with the blood
disorders community. The company's mission is to create progress
for patients where they need it most and its hemophilia therapies
when launched represented the first major advancements in
hemophilia treatment in more than two decades. For more
information, visit www.Bioverativ.com or follow @Bioverativ on
Twitter. |
Sanofi contacts Media Relations Jack
Cox Tel.: +33 (0)1 53 77 46 46 mr@sanofi.com Bioverativ
contacts Media Relations Tracy
VineisTel.: +1 781-663-4350media@Bioverativ.com |
Investor
Relations George GrofikTel.: +33 (0)1 53 77 45
45ir@sanofi.com Investor Relations Samuel ChaseTel.:
+1 781-663-4360IR@Bioverativ.com |
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 Bioverativ'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 Bioverativ, 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 Sanofi's and Bioverativ's
ability to complete the acquisition on the proposed terms or on the
proposed timeline, including the receipt of required regulatory
approvals, the possibility that competing offers will be made,
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, risks
related to future opportunities and plans for the combined company,
including uncertainty of the expected financial performance and
results of the combined company following completion of the
proposed acquisition, disruption from the proposed acquisition
making it more difficult to conduct business as usual or to
maintain relationships with customers, employees, manufacturers,
suppliers or patient groups, and the possibility that, if the
combined company does not achieve the perceived benefits of the
proposed 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
Bioverativ respective businesses, 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,
risks associated with intellectual property, including the ability
to protect intellectual property and defend patents, future
litigation, the future approval and commercial success of
therapeutic alternatives, and volatile economic conditions. 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 companies' 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 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, 2016, and the
current reports on Form 8-K, quarterly reports on Form 10-Q and
annual reports on Form 10-K filed by Bioverativ with the SEC. The
forward-looking statements speak only as of the date hereof and,
other than as required by applicable law, Sanofi and Bioverativ do
not undertake any obligation to update or revise any
forward-looking information or statements. Additional
Information and Where to Find It The tender offer for the
outstanding shares of Bioverativ common stock ("Bioverativ")
referenced in this communication has not yet commenced. This
communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Bioverativ, nor is it a substitute for the tender offer materials
that Sanofi and its acquisition subsidiary will file with the U.S.
Securities and Exchange Commission (the "SEC") upon commencement of
the tender offer. At the time the tender offer is commenced,
Sanofi and its acquisition subsidiary will file tender offer
materials on Schedule TO, and Bioverativ will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. 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 will contain important
information. HOLDERS OF SHARES OF BIOVERATIV ARE URGED TO
READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT BIOVERATIV STOCKHOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES. The Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, will be made available
to all holders of shares of BIOVERATIV at no expense to them.
The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC's web site at
www.sec.gov. Additional copies may be obtained for free by
contacting Sanofi at ir@sanofi.com or on Sanofi's website at
https://en.sanofi.com/investors. |
[1] Business EPS is a non-GAAP financial measure (see appendix
to Sanofi quarterly financial release for definitions)
Note that the total estimated population with hemophilia is
larger at ~400,000 estimated patients versus ~181,000 identified
patients
http://www.globenewswire.com/NewsRoom/AttachmentNg/5c0b2a8d-baac-4ba6-9fdf-137199e64397