Pharma Focus Asia

Sanofi Completes Acquisition of Bioverativ Inc.

Friday, March 09, 2018

Sanofi announced today the successful completion of its acquisition of Bioverativ Inc. (“Bioverativ”) for $105 per share in cash.

“The addition of Bioverativ provides us with a strong position in the large and growing hemophilia market and expands our presence in specialty care,” said Olivier Brandicourt,” Sanofi’s Chief Executive Officer.  “Through a series of three strategic transactions—the addition of Bioverativ, our planned acquisition of Ablynx and our agreement for fitusiran—we are well on our way to creating a leading franchise in the field of rare blood disorders.”

The tender offer for all of the outstanding shares of Bioverativ common stock expired as scheduled at one minute after 11:59 p.m., New York City time, on Wednesday, March 7, 2018. The minimum tender condition and all of the other conditions to the offer have been satisfied and on March 8, 2018, Sanofi and its wholly-owned subsidiaries, Sanofi-Aventis NA Holding, Inc. and Blink Acquisition Corp. (“Purchaser), accepted for payment and will promptly pay for all shares validly tendered.

Following its acceptance of the tendered shares, Sanofi completed its acquisition of Bioverativ through the merger of Purchaser with and into Bioverativ, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Bioverativ continuing as the surviving corporation and becoming an indirect, wholly-owned subsidiary of Sanofi. In connection with the merger, all Bioverativ shares not validly tendered in the tender offer have been converted into the right to receive the same $105 per share in cash (without interest and net of any required tax withholding), that would have been paid had such shares been validly tendered in the tender offer. Bioverativ common stock will cease to be traded on the NASDAQ Stock Market.

Lazard acted as exclusive financial advisor to Sanofi. Guggenheim Securities and J.P. Morgan Securities LLC acted as financial advisors to Bioverativ. Weil, Gotshal & Manges LLP served as legal counsel to Sanofi.  Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to Bioverativ.

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