Sanofi declares the Offer for Kiadis unconditional
This is a joint press release by Sanofi Foreign
Participations B.V. (the “Offeror”), Sanofi
(“Sanofi”) and Kiadis Pharma N.V.
(“Kiadis”), pursuant to the provisions of Article
16, paragraph 1 and 2 and Article 17 paragraph 1 of the Netherlands
Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the
“Decree”) in connection with the intended public
offer by the Offeror for all the issued and outstanding ordinary
shares in the capital of Kiadis (the “Offer”).
This announcement does not constitute an offer, or any solicitation
of any offer, to buy or subscribe for any securities. Any offer
will be made only by means of the offer memorandum dated 10
February 2021 (the “Offer Memorandum”), approved
by the Dutch Authority for the Financial Markets (Autoriteit
Financiële Markten) on 10 February 2021 and recognized by the
Belgian Authority for the Financial Markets (Autoriteit voor
Financiële Diensten en Markten) on 11 February 2021. This
announcement is not for release, publication or distribution, in
whole or in part, in or into, directly or indirectly, any
jurisdiction in which such release, publication or distribution
would be unlawful. Terms not defined in this press release will
have the meaning as set forth in the Offer Memorandum.
Sanofi declares the Offer for Kiadis
unconditional95.03% of Kiadis shares in total
committed under the Offer
- 95.03% of the Shares on a Fully Diluted basis have been
tendered or irrevocably committed to be delivered to Sanofi at
settlement of the Offer.
- All Offer Conditions are now satisfied or waived.
- Sanofi declares the Offer for Kiadis unconditional.
- Settlement of the Offer will take place on 16 April 2021, at
which date the Offer Price of EUR 5.45 per Tendered Share will be
paid.
- Remaining Shares can be tendered during the Post-Closing
Acceptance Period, commencing on 14 April 2021 and ending on 28
April 2021.
Paris, France and Amsterdam, The
Netherlands, 13 April 2021 – The Offeror, Sanofi (Euronext: SAN and
NYSE: SNY) and Kiadis (Euronext Amsterdam and Brussels:
KDS) today are pleased to announce that that a total of
95.03% of the Kiadis shares on a Fully Diluted basis have been
tendered or irrevocably committed to be delivered to Sanofi at
Settlement Date under the Offer by Sanofi. Sanofi declares the
Offer unconditional (doet gestand) now all Offer Conditions
described in the Offer Memorandum have either been satisfied or
waived. As a result of the adoption of the Post-Offer Restructuring
Resolution at the Kiadis extraordinary meeting of shareholders
(“EGM”) of 30 March 2021, under the terms and
subject to the conditions of the Offer, the Acceptance Threshold is
80% (and not 95%) of Kiadis' aggregate issued and outstanding
ordinary share capital on a Fully Diluted basis, as of the time and
date on which the Offer expires.
AcceptanceDuring the Acceptance
Period, that expired at 17:40 (CET) on 12 April 2021, 39,860,388
Shares were tendered under the Offer, representing approximately
92.9% of the aggregate issued and outstanding ordinary share
capital of Kiadis as of today and an aggregate value of
approximately EUR 217,239,114.60 (for an Offer Price of EUR 5.45
(cum dividend) per Share). Together with any Shares directly or
indirectly owned by Sanofi, the Offeror or any of their Affiliates,
any Shares irrevocably committed to be delivered to Sanofi at
settlement of the Offer and any Shares to which the Offeror Group
is entitled but which have not yet been delivered (gekocht maar nog
niet geleverd), this represents a total of 58,051,156 Shares. This
equals approximately 95.03% of the aggregate issued and outstanding
ordinary share capital of Kiadis on a Fully Diluted basis.
SettlementWith reference to the
Offer Memorandum, Shareholders who accepted the Offer shall receive
the Offer Price for each Tendered Share tendered during the
Acceptance Period and transferred (geleverd) for acceptance
pursuant to the Offer, under the terms and conditions of the Offer
and subject to its restrictions.
Settlement of the Shares and payment of the
Offer Price will take place on 16 April 2021. Following Settlement,
the Offeror will (directly or indirectly) hold 58,051,156 Shares,
representing approximately 95.03% of the aggregate issued and
outstanding ordinary share capital of Kiadis on a Fully Diluted
basis.
Upon Settlement the changes to the composition
of the Supervisory Board and Management Board of Kiadis, as
approved by the EGM on 30 March 2021, will become effective.
Post-Closing Acceptance
PeriodThe Offeror hereby announces that Shareholders who
have not tendered their Shares during the Acceptance Period will
have the opportunity to tender their Shares under the same terms
and conditions applicable to the Offer, during the Post-Closing
Acceptance Period which will start at 09:00 (CET) on 14 April 2021
and end at 17:40 (CET) on 28 April 2021 (the “Post-Closing
Acceptance Period”).
The Offeror will publicly announce the results
of the Post-Closing Acceptance Period and the total number and
total percentage of Shares held by it in accordance with Section
17, paragraph 4 of the Decree ultimately on the third Business Day
following the last day of the Post-Closing Acceptance Period.
The Offeror shall continue to accept for payment
all Shares validly tendered (or defectively tendered provided that
such defect has been waived by the Offeror) during the Post-Closing
Acceptance Period and shall pay for such Shares as soon as
reasonably possible and in any case no later than on the fifth
Business Day following the last day of the Post-Closing Acceptance
Period.
During the Post-Closing Acceptance Period,
Shareholders have no right to withdraw Shares from the Offer,
regardless of whether their Shares have been validly tendered (or
defectively tendered, provided that such defect has been waived by
the Offeror) during the Offer Period or the Post-Closing Acceptance
Period.
Delisting The Offeror and
Kiadis shall seek to procure the delisting of the Shares on
Euronext Amsterdam and Euronext Brussels as soon as possible under
Applicable Rules. Delisting may further adversely affect the
liquidity and market value of any Shares not tendered.
Further implications of the Offer being
declared unconditionalRemaining Shareholders who do not
wish to tender their Shares in the Post-Closing Acceptance Period
should carefully review the sections of the Offer Memorandum that
further explain the intentions of the Offeror, such as (but not
limited to) Section 6.11 (Consequences of the Offer for
non-tendering Shareholders), which describes certain implications
to which such Shareholders may become subject with their continued
shareholding in Kiadis.
The Offeror intends to initiate the Buy-Out in
an expeditious manner. Reference is made to section 6.11(c)
(Buy-Out) of the Offer Memorandum.
AnnouncementsAny announcement
contemplated by the Offer Memorandum will be issued by press
release. Any press release issued by the Offeror will be made
available on the website of the Offeror (www.sanofi.com). Any press
release issued by Kiadis will be made available on the website
(www.kiadis.com).
Subject to any applicable requirements of the
applicable rules and without limiting the manner in which the
Offeror may choose to make any public announcement, the Offeror
will have no obligation to communicate any public announcement
other than as described above.
Offer Memorandum, Position Statement and
further informationThis announcement contains selected,
condensed information regarding the Offer and does not replace the
Offer Memorandum and/or the Position Statement. The information in
this announcement is not complete and additional information is
contained in the Offer Memorandum and the Position Statement.
Digital copies of the Offer Memorandum are
available on the website of the Offeror (www.sanofi.com) and
digital copies of the Position Statement are available on the
website of Kiadis (www.kiadis.com). Such websites do not constitute
part of, and are not incorporated by reference into, the Offer
Memorandum. Copies of the Offer Memorandum and the Position
Statement are on request also available free of charge at the
offices of Kiadis and the Settlement Agent at the addresses
below:
Kiadis Kiadis Pharma N.V.Paasheuvelweg 25A1105 BP AmsterdamThe
Netherlands |
Settlement AgentING Bank N.V.Bijlmerdreef 106 1102 CT Amsterdam The
Netherlands |
For more information:
Kiadis: Maryann
Cimino, Director Investor Relations& Corporate Affairs Tel: +1
(617) 710 7305 m.cimino@kiadis.com Kiadis Media Relations
ContactsLifeSpring Life Sciences
Communication: Leon Melens (Amsterdam) Tel: +31 (20) 538
16 427 lmelens@lifespring.nl Optimum Strategic
Communications: Mary Clark, Supriya Mathur Tel: +44 (203)
950 9144 kiadis@optimumcomms.com |
Sanofi: Sanofi Media
Relations Contact Ashleigh Koss Tel.: +1 (908) 205 2572
ashleigh.koss@sanofi.com Sanofi Investor Relations Contacts
Paris Eva Schaefer-Jansen Arnaud DelepineYvonne
NaughtonSanofi Investor Relations Contacts North
America Felix LauscherFara BerkowitzSuzanne Greco IR
main line:Tel.: +33 (1) 53 77 45 45 ir@sanofi.com |
About Kiadis Founded in 1997,
Kiadis is committed to developing innovative cell-based medicines
for patients with life-threatening diseases. With headquarters in
Amsterdam, The Netherlands, and offices and activities across the
United States, Kiadis is reimagining medicine by leveraging the
natural strengths of humanity and our collective immune system to
source the best cells for life.
Kiadis is listed on the regulated market of
Euronext Amsterdam and Euronext Brussels since July 2, 2015, under
the symbol KDS. Learn more at www.kiadis.com.
About SanofiSanofi is dedicated
to supporting people through their health challenges. It is a
global biopharmaceutical company focused on human health. Sanofi
prevents illness with vaccines and provides innovative treatments
to fight pain and ease suffering. Sanofi stands 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.
DisclaimerThis press release
contains inside information within the meaning of the EU Market
Abuse Regulation (596/2014).
The information in the press release is not
intended to be complete. This announcement is for information
purposes only and does not constitute an offer, or any solicitation
of any offer, to buy or subscribe for any securities.
The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, Sanofi and Kiadis disclaim any
responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither Sanofi, nor Kiadis, nor any of their
advisors assumes any responsibility for any violation by any of
these restrictions. Any Kiadis shareholder who is in any doubt as
to his or her position should consult an appropriate professional
advisor without delay.
Kiadis forward-looking
statementsCertain statements, beliefs and opinions in this
press release are forward-looking, which reflect Kiadis’ or, as
appropriate, Kiadis’ officers’ current expectations and projections
about future events. By their nature, forward-looking statements
involve a number of known and unknown risks, uncertainties and
assumptions that could cause actual results, performance,
achievements or events to differ materially from those expressed,
anticipated or implied by the forward-looking statements. These
risks, uncertainties and assumptions could adversely affect the
outcome and financial effects of the plans and events described
herein. A multitude of factors including, but not limited to,
changes in demand, regulation, competition and technology, can
cause actual events, performance, achievements or results to differ
significantly from any anticipated or implied development.
Forward-looking statements contained in this press release
regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. As a result, Kiadis expressly disclaims any obligation or
undertaking to release any update or revisions to any
forward-looking statements in this press release as a result of any
change in expectations or projections, or any change in events,
conditions, assumptions or circumstances on which these
forward-looking statements are based. Neither Kiadis nor its
advisers or representatives nor any of its subsidiary undertakings
or any such person’s officers or employees guarantees that the
assumptions underlying such forward-looking statements are free
from errors nor does either accept any responsibility for the
future accuracy of the forward-looking statements contained in this
press release or the actual occurrence of the anticipated or
implied developments. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
press release.
Sanofi forward-looking
statementsThis press release contains forward-looking
statements as defined in the Private Securities Litigation Reform
Act of 1995, as amended. Forward-looking statements are statements
that are not historical facts. These statements 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” and similar expressions. Although 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 forward-looking
information and statements. These risks and uncertainties include
among other things, risks related to Sanofi’s ability to complete
the acquisition on the proposed terms or on the proposed timeline,
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, the uncertainties
inherent in research and development, future clinical data and
analysis, including post marketing, decisions by regulatory
authorities, such as the FDA or the EMA, regarding whether and when
to approve any drug, device or biological application that may be
filed for any such product candidates as well as their decisions
regarding labelling and other matters that could affect the
availability or commercial potential of such product candidates,
the fact that product candidates if approved may not be
commercially successful, the future approval and commercial success
of therapeutic alternatives, Sanofi’s ability to benefit from
external growth opportunities, to complete related transactions
and/or obtain regulatory clearances, risks associated with
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 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. Any material effect of
COVID-19 on any of the foregoing could also adversely impact us.
This situation is changing rapidly and additional impacts may arise
of which we are not currently aware and may exacerbate other
previously identified risks. 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, 2019. Other than as required by
applicable law, Sanofi does not undertake any obligation to update
or revise any forward-looking information or statements.