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
4 paragraph 1, Article 10 paragraph 1 and 3, and Article 18
paragraph 3 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, the
“AFM”) on 10 February 2021 and recognized by the
Belgian Authority for the Financial Markets (Autoriteit voor
Financiële Diensten en Markten) on [11 February 2021], and which is
available as of today. 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.
Sanofi launches recommended cash offer
for all shares in Kiadis
Offer highlights
- Sanofi launches recommended cash offer
- Acceptance Period runs from 15 February 2021 to 12 April
2021
- Offer price is EUR 5.45 in cash (cum dividend) (the
“Offer Price”) for each issued and outstanding
ordinary share in the capital of Kiadis (the
“Shares”)
- The Offer Price represents an attractive premium of 272% to the
closing price per Share on 30 October 2020, the day prior to the
announcement of the Offer
- Sanofi’s infrastructure and capabilities will be leveraged to
advance the development of Kiadis’ pipeline to the benefit of
patients
- Kiadis’ Boards unanimously support and recommend the Offer and
believe that the Transactions are in the best interests of Kiadis,
the sustainable success of its business and its stakeholders, also
considering the risks and uncertainties of the alternatives
available to Kiadis
- In total, approximately 36.6% of the issued and outstanding
Shares, calculated on a Fully Diluted basis, have been irrevocably
committed under the Offer
- Kiadis to hold extraordinary meeting of Shareholders at 10:00
hours CET on 30 March 2021 (the “EGM”)
- The Offer is subject to the fulfilment of the Offer Conditions,
as set out in the Offer Memorandum, including a minimum acceptance
level of 95% of the Shares, to be lowered to 80% if the
Shareholders approve the Post-Offer Restructuring at the EGM
Paris, France and Amsterdam, The
Netherlands, 12 February 2021 – The Offeror, Sanofi
(Euronext: SAN and NYSE: SNY) and Kiadis (Euronext
Amsterdam and Brussels: KDS), with reference to the
publication of the Offer Memorandum today, jointly announce that
the Offeror is making a recommended all-cash offer to all holders
of Shares (the “Shareholders”), to acquire their
Shares at an offer price of EUR 5.45 (cum dividend) in cash per
Share (the “Offer”), as announced on 2 November
2020. In total, approximately 36.6% of the issued and outstanding
Shares, calculated on a Fully Diluted basis, have been irrevocably
committed under the Offer. The management board of Kiadis (the
“Management Board”) and the supervisory board of
Kiadis (the “Supervisory Board” and, together with
the Management Board, the “Kiadis Boards”),
unanimously support and recommend the Offer. Terms not defined in
this press release will have the meaning as set forth in the Offer
Memorandum.
Timing and offer materialsThe
Acceptance Period commences at 09.00 hours CET, on 15 February 2021
and will, unless extended, expire at 17.40 hours CET on 12 April
2021. Completion of the Offer is currently expected in the second
quarter of 2021.
The Offer Memorandum and a position statement by
Kiadis (the “Position Statement”), providing
further information to the Shareholders, including the agenda for
the EGM are available on the corporate website of Kiadis
(www.kiadis.com).
John Reed, M.D., Ph.D., Global Head of
Research and Development of Sanofi, commented, “We believe
Kiadis’ ‘off the shelf’ K-NK cell technology platform will have a
broad application against liquid and solid tumors, and create
synergies with Sanofi’s emerging immune-oncology pipeline,
providing opportunities for us to pursue potential best-in-disease
approaches.”
Arthur Lahr, Chief Executive Officer of
Kiadis, commented, “The Kiadis Boards unanimously believe
that Sanofi has the resources and financial strength to accelerate
development of our NK-cell products, to the benefit of patients. We
believe this transaction represents compelling value to
shareholders and offers a fair reflection of the potential of our
platform and pipeline, given the risk/reward profile typical to
biotech and the capital required to execute our business plan.”
The OfferThe Offeror is making
the Offer on the terms and subject to the conditions and
restrictions contained in the Offer Memorandum. Shareholders
tendering their Shares under the Offer will be paid the Offer Price
in consideration for each Share validly tendered (or defectively
tendered provided that such defect has been waived by the Offeror)
for acceptance pursuant to the Offer prior to or on the Closing
Date (each such Share, a “Tendered Share”) that is
not validly withdrawn and which is transferred to the Offeror.
The Offer Price is 'cum dividend'. Consequently,
if any distribution on the Shares is declared by Kiadis whereby the
record date for entitlement to such distribution is on or prior to
the Settlement Date, then the Offer Price will be decreased by the
full amount of any such distribution made by Kiadis in respect of
each Share (before any applicable withholding tax).
Rationale for the OfferKiadis’
NK cell platform and resulting therapeutic pipeline is
complementary to Sanofi’s in-house pipeline including CD-38
(isatuximab) and early-stage NK cell engager bispecific
programs.
Sanofi and Kiadis have the intention to
accelerate the development and commercialization of Kiadis’
trajectory and pipeline programs by leveraging Sanofi’s global
infrastructure and capabilities in research, CMC, development,
manufacturing and commercialization, as well as Sanofi’s financial
strength. This will result in making products rapidly and
economically available for a broad patient population across a wide
range of indications.
Non-financial covenantsKiadis
and Sanofi have agreed to certain non-financial covenants which are
set out below in respect of, inter alia, corporate governance,
strategy, employees, financing and disposals for a duration of 18
months after the Settlement Date.
Strategic rationaleBy combining their
businesses, Sanofi and Kiadis have the intention to accelerate the
development and commercialization of Kiadis’ pipeline programs by
leveraging Sanofi’s global infrastructure and capabilities in
research, CMC, development, manufacturing and commercialization, as
well as Sanofi’s financial strength.
Sanofi and Kiadis intend to set up a hybrid
integration model with corporate R&D activities of Kiadis and
Sanofi integrated, details of which will be treated on a
case-by-case basis.
GovernanceAs long as the Shares remain listed on
Euronext Amsterdam, Kiadis shall continue to comply with the
current Dutch Corporate Governance Code, except for (i) current
deviations from the Dutch Corporate Governance Code and (ii)
deviations from the Dutch Corporate Governance Code that find their
basis in the Merger Agreement as disclosed in the Offer
Memorandum.
Organization / locationThere will be research
and CMC activities at Kiadis’ offices in Amsterdam, the
Netherlands.
Sanofi is focused on ensuring that the Kiadis
Group’s key management and key staff is retained and offered
suitable career opportunities.
Sanofi fosters a culture of excellence, where
qualified employees are offered suitable training and career
progression.
EmployeesThere will be no material redundancies
with respect to the Kiadis Group’s employees as a direct
consequence of the Offer and necessary redundancies going forward
will be part of the Integration Committee process.
The existing rights and benefits of the Kiadis
Group’s employees shall be respected by Sanofi, including existing
rights and benefits under their individual employment agreements
and (at least) existing redundancy practices applied by the Kiadis
Group.
Any redundancies that need to occur will be done
in accordance with all legal requirements.
The existing pension rights of the Kiadis
Group’s current and former employees shall be respected by
Sanofi.
Following the Settlement Date, the nomination,
selection and appointment of staff for functions within the
Sanofi’s NK activities will, subject to the applicable rules, be
based on the “best person for the job” principle, or, where not
feasible or appropriate, on a non-discriminatory, fair and
business-oriented transparent set of criteria.
Minority ShareholdersThe following resolutions
by the Supervisory Board shall require the prior approval of the
Supervisory Board with the affirmative vote of at least one of the
Independent Members:
- issuing additional shares in the capital of Kiadis for cash
without offering pre-emption rights to minority shareholders in
Kiadis;
- agreeing and entering into a related party transaction between
the Offeror or any member of the Sanofi Group on the one hand and
any member of the Kiadis Group on the other hand or any other
agreement, in each case, which is not at arm’s length;
and
- the proposal to the general meeting of shareholders of Kiadis
of any other resolutions which disproportionally prejudices the
value of, or the rights relating to, the shares held by the
minority shareholders in Kiadis.
Integration CommitteeThe preparation of the
integration of Kiadis and Sanofi’s overlapping business units will
be prepared by an integration committee consisting of four members,
two of whom are senior managers of Kiadis and two are senior
managers of Sanofi (the “Integration Committee”).
Until the Settlement Date, the Integration Committee will report to
the Head of R&D of Sanofi and to the CEO of Kiadis, and after
the Settlement Date, to the Head of R&D of Sanofi.
FinancingIt is intended that Kiadis remains
prudently financed to safeguard the continuity of the business and
to continue Kiadis’ current business strategy including R&D and
pipeline.
Sanofi will allocate suitable resources for
Kiadis’ R&D and CMC activities.
Corporate governanceAt
successful completion of the Offer and subject to the adoption of
all respective resolutions thereto at the EGM, the Supervisory
Board will be composed of:
- three persons to be appointed upon nomination by the Offeror,
being Frank Nestle, Kripa Ram and Jérémie Girard, who are
non-independent from the Offeror within the meaning of the Dutch
Corporate Governance Code; and
- Mark Wegter and Rob Soiffer as two current members of the
Supervisory Board, qualifying as independent within the meaning of
the Dutch Corporate Governance Code, to continue to serve on the
Supervisory Board (including their successors, the
“Independent Members”).
Frank Nestle will serve as chairman of the
Supervisory Board.
The Independent Members (or after their
replacement, their successors) will continue to serve on the
Supervisory Board for at least until the first anniversary of the
Settlement Date.
At successful completion of the Offer and
subject to the adoption of all respective resolutions thereto at
the EGM, the Management Board will be composed of Arthur Lahr and
Marion Zerlin, who is to be appointed upon nomination by the
Offeror.
Recommendation by the
BoardsUpon the receipt of a non-binding offer letter from
Sanofi on 16 October 2020, the Kiadis Boards frequently met to be
updated on the latest developments, monitor the process and discuss
the Offer and alternatives thereto.
The Kiadis Boards, after having received
extensive legal and financial advice, and having given due and
careful consideration to all aspects of the Offer, have reached the
conclusion that the Offer is fair to the Shareholders from a
financial point of view and in the best interests of Kiadis and all
its stakeholders, also considering the risks and uncertainties of
the alternatives available to Kiadis.
Accordingly, the Kiadis Boards (i) support the
Transactions, (ii) recommend that the Shareholders accept the Offer
and tender their Shares in the Offer, and (iii) recommend that the
Shareholders vote in favor of the Resolutions.
Extraordinary general meeting of
KiadisToday, Kiadis has convened a general meeting of
Shareholders, which will be held at 10:00 hours CET on 30 March
2021. At this EGM, the Offer will be discussed in accordance with
the provisions of Article 18 paragraph 1 of the Decree and the
Resolutions will be proposed to the general meeting of
Shareholders.
The required information for Shareholders is
included in the Position Statement, which also includes the
convocation notice and agenda for the EGM, which has been made
available as of today at Kiadis’ website (www.kiadis.com).
Competition conditionOn 9
December 2020, Sanofi and Kiadis jointly announced that the
competition condition for completion of the Offer had been
satisfied.
Financing of the Offer and
KiadisThe Offer values 100% of the Shares at approximately
EUR 308 million.1 The Offeror shall pay the Offer Price fully
through readily available cash resources.
Pursuant to a heads of terms agreed upon on the
date of the Merger Agreement, on 13 January 2021 Sanofi Finance
Ireland Limited as lender and Kiadis as borrower have entered into
a facilities agreement (the “Bridge Loan”) for a
total principal amount of EUR 27,700,000. EUR 20,000,000 of the
Bridge Loan, which was drawn on 14 January 2021, is for general
corporate and working capital purposes of the Kiadis Group, and
allows the Kiadis Group to continue operating its business in the
ordinary course following execution of the Merger Agreement,
avoiding delay in the operations of its business, and to ensure the
continuity of the Kiadis Group. The other part of the Bridge Loan,
in the amount of EUR 7,700,000, can be used to refinance the debt
under the Kreos Capital Facility Agreements and prepay the
convertible bonds with Kreos Capital.
Irrevocable undertakings by
Shareholders In total, approximately 36.6% of the issued
and outstanding Shares, calculated on a Fully Diluted basis, have
been irrevocably committed under the Offer.
Life Sciences PartnersFunds managed by Life
Sciences Partners have irrevocably undertaken on customary terms
and conditions and conditional upon the Offer being declared
unconditional and the Merger Agreement not being terminated (i) to
tender their respective Shares, amounting to approximately 12% of
the issued share capital of Kiadis on a Fully Diluted basis under
the Offer; and (ii) to vote on the Shares in favor of the
Resolutions at the EGM.
Holders of 2025 WarrantsKiadis has five classes
of warrants to acquire Shares in issue (the
“Warrants”). Settlement will constitute a change
of control under the agreements in relation to the Warrants, upon
which (i) three classes of Warrants will expire and (ii) two
classes of Warrants that are exercisable until 30 April 2025 (the
“2025 Warrants”) would have to be purchased by
Kiadis from their holders in exchange for a cash amount equal to
the Black Scholes value of the remaining unexercised portion of the
2025 Warrants. Instead, Kiadis, Sanofi and the holders of the 2025
Warrants have agreed, pursuant to two separate agreements on
customary terms and conditions and conditional upon the Offer being
declared conditional and the Merger Agreement not being terminated:
(i) to adjust the exercise price payable by the holders of the 2025
Warrants to Kiadis for the exercise of the 2025 Warrants to EUR
0.38 per Warrant, such that the net proceeds to be received by the
holders of the 2025 Warrants per Warrant, being EUR 5.07 per
Warrant, is equal to the Black Scholes value of the Warrant, which
would otherwise have been due and payable upon Settlement; (ii)
that the 2025 Warrants will be exercised by the holders thereof for
the aforementioned exercise price; and (iii) that upon the exercise
of the Warrants, the corresponding Shares will be tendered under
the Offer in exchange for payment of the Offer Price per Share by
the Offeror. As a result, all Shares issued and tendered pursuant
to the exercise of the 2025 Warrants qualify as Tendered and
Committed Shares. The total commitment by the holders of the 2025
Warrants amounts to 8.58% of the Shares on a Fully Diluted
basis.
Kreos CapitalOn 30 September 2020, Kiadis
entered into an agreement with Kreos Capital constituting the
issuance of EUR 5,000,000 9% secured convertible bonds of
Kiadis.
Kiadis and Kreos Capital have agreed that Kreos
Capital will convert into Shares, at an exercise price of EUR 2,
its entire convertible bond of EUR 5,000,000, plus an additional
amount of EUR 171,014 in interest, effective as per 15 February
2021. In addition, Kiadis, Sanofi and Kreos Capital have agreed, on
customary terms and conditions and conditional upon the Offer being
declared unconditional and the Merger Agreement not being
terminated, that Kreos Capital: (i) will vote with its holdings of
Shares in favor of the Resolutions at the EGM; and (ii) commits to
tender all its holdings of Shares under the Offer in exchange for
payment of the Offer Price per Share by the Offeror. The
irrevocable undertaking given by Kreos Capital relates to its
entire holding of Shares, representing, upon conversion, 4.35% of
the total number of Shares on a Fully Diluted basis.
Former holders of CytoSen sharesFormer CytoSen
shareholders and option holders are, pursuant to the agreement made
in relation to Kiadis’ acquisition of CytoSen in June 2019,
eligible to a potential future consideration of additional Shares,
upon the achievement of six clinical development and regulatory
milestones, which milestones will, subject to the terms described
below, be accelerated in light of the Kiadis change of control,
subject to a discount mechanism (the “Milestone
Shares”).
Kiadis, Sanofi and the former holders of CytoSen
shares and options have agreed, on customary terms and conditions
and conditional upon the Offer being declared unconditional and the
Merger Agreement not being terminated: (i) that the Milestone
Shares shall accelerate and become immediately payable by Kiadis;
and (ii) that upon such acceleration, the corresponding Milestone
Shares will be tendered in exchange for the Offer Price. The
irrevocable undertakings given by the former holders of shares and
options in CytoSen relate to their entire holdings of Shares,
representing 11.19% of the total number of Shares on a Fully
Diluted basis. The former holders of CytoSen shares and options
have also agreed to vote, with their current holding of Shares, in
favor of the Resolutions at the EGM.
Irrevocable undertakings by members of
the Kiadis BoardsAll members of the Kiadis Boards who hold
Shares for their own account have irrevocably undertaken to tender
those Shares under the Offer and to vote in favor of the
Resolutions at the EGM, subject to (i) the Offer being declared
unconditional, and (ii) the Merger Agreement not having been
terminated in accordance with its terms.
The funds managed by Life Sciences Partners, the
holders of the 2025 Warrants, Kreos Capital, the former holders of
shares and options in CytoSen, and the relevant members of the
Kiadis Boards did not receive any information from Sanofi, the
Offeror or Kiadis relevant for a Shareholder in connection with the
Offer that is not included in the Offer Memorandum and will tender
their Shares under the Offer under the same terms and conditions as
the other Shareholders.
Acceptance PeriodThe acceptance
period will commence on 15 February 2021 at 09:00 hours CET and
will expire on 12 April 2021 at 17:40 hours CET (such period, as it
may be extended from time to time, the “Acceptance
Period”), unless the Acceptance Period is extended. The
day on which the Acceptance Period expires, whether or not
extended, is the “Closing Date”.
Any Shares tendered on or prior to the Closing
Date may not be withdrawn, subject to the right of withdrawal of
any tender of Shares during the Acceptance Period in accordance
with the provisions of Article 5b paragraph 5, Article 15
paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree.
AcceptanceShareholders are
requested to make their acceptance known through their custodian,
bank or stockbroker no later than by the closing time, being 17:40
hours CET on the Closing Date (the “Closing
Time”). The relevant custodian, bank or stockbroker may
set an earlier deadline for communication by holders of such Shares
in order to permit the custodian, bank or stockbroker to
communicate the acceptance to ING Bank N.V. (the
“Settlement Agent”) in a timely manner.
Accordingly, Shareholders should contact their financial
intermediary to obtain information about the deadline by which such
Shareholder must send instructions to the financial intermediary to
accept the Offer and should comply with the dates set by such
financial intermediary, as such dates may differ from the dates and
times noted in the Offer Memorandum.
The institutions admitted to Euronext Amsterdam
or Euronext Brussels (an “Admitted Institution”)
can tender Shares only to the Settlement Agent and only in
writing.
Subject to Article 5b paragraph 5, Article 15
paragraphs 3 and 8 and Article 15a paragraph 3 of the Decree, the
tendering of Shares in acceptance of the Offer will constitute
irrevocable instructions by the relevant Shareholder to the
relevant Admitted Institution to (i) block any attempt to transfer
Shares, so that on or before the Settlement Date no transfer of
such Shares can be effected (other than any action required to
effect the transfer to the Offeror), (ii) debit the securities
account in which such Shares are held on the Settlement Date in
respect of all of the Tendered Shares, against payment of the Offer
Price for such Tendered Shares by the Settlement Agent on the
Offeror's behalf, and (iii) effect the transfer of such Tendered
Shares to the Offeror.
Declaring the Offer
unconditionalThe obligation of the Offeror to declare the
Offer unconditional is subject to the satisfaction or waiver of the
offer conditions set out in Section 6.6(a) of the Offer Memorandum
(Offer Conditions) (the “Offer Conditions”). The
Offer Conditions may be waived, to the extent permitted by
applicable law or by agreement, as set out in Section 6.6(b) of the
Offer Memorandum (Waiver). If the Offeror, Kiadis, or each of the
Offeror and Kiadis where relevant, wishes to (wholly or partly)
waive one or more Offer Conditions according to Section 6.6(b) of
the Offer Memorandum (Waiver), the Offeror will inform the
Shareholders as required by applicable law.
No later than the third business day following
the Closing Date (such date being the “Unconditional
Date”), the Offeror will determine whether the Offer
Conditions have been satisfied or waived as set out in Section
6.6(a) of the Offer Memorandum (Offer Conditions), to the extent
permitted by applicable law. In addition, the Offeror will announce
on the Unconditional Date whether (i) the Offer is declared
unconditional, (ii) the Offer will be extended in accordance with
Article 15 of the Decree, or (iii) the Offer is terminated as a
result of the Offer Conditions not having been satisfied or waived,
all in accordance with Section 6.6 of the Offer Memorandum (Offer
Conditions, waiver and satisfaction) and Article 16 of the Decree.
In the event that the Offer is not declared unconditional, the
Offeror will explain such decision.
Extension of the Acceptance
PeriodIf any of the Offer Conditions is not satisfied or
waived on the then scheduled Closing Date, the Offeror may, after
consultation with Kiadis and in accordance with Article 15 of the
Decree, extend the Acceptance Period, provided that (i) the
extension of the Acceptance Period shall be no less than two weeks
and no more than ten weeks calculated from the initial Closing
Date, and (ii) any subsequent extension shall be subject to the
receipt of an exemption granted by the AFM.
If the Acceptance Period is extended, as a
result of which the obligation pursuant to Article 16 of the Decree
to announce whether the Offer is declared unconditional is
postponed, a public announcement to that effect will be made
ultimately on the third business day following the Initial Closing
Date in accordance with the provisions of Article 15 paragraphs 1
and 2 of the Decree. If the Offeror extends the Acceptance Period,
the Offer will expire on the latest time and date to which the
Offeror extends the Acceptance Period.
During an extension of the Acceptance Period,
any Shares previously tendered and not withdrawn in accordance with
Section 5.7 of the Offer Memorandum (Withdrawal Rights) will remain
tendered under the Offer. Any Shares tendered during the extension
of the Acceptance Period cannot be withdrawn, subject to the
withdrawal rights set forth in Section 5.7 of the Offer Memorandum
(Withdrawal Rights).
SettlementIf the Offeror
declares the Offer unconditional, the Offeror will accept the
transfer of all Tendered Shares on the terms of the Offer. The
Offeror will pay the Offer Price in respect of each Tendered Share
tendered during the Acceptance Period and transferred to the
Offeror by a Shareholder to such Shareholder’s Admitted
Institution, on the terms set out in the Offer Memorandum. The
Offeror shall acquire each Tendered Share, within five business
days following the Unconditional Date
(“Settlement”, and the day on which the Settlement
occurs, the “Settlement Date”).
As of the Settlement Date, revocation,
dissolution, or annulment of the tendering, sale or transfer of any
Share tendered during the Post-Closing Acceptance Period is not
possible.
Post-Closing Acceptance
PeriodIf the Offeror declares the Offer unconditional, the
Offeror shall publicly announce a post-Offer acceptance period of
two weeks to enable Shareholders who did not tender their Shares
during the Acceptance Period to tender their Shares on the same
terms and subject to the same conditions and restrictions as the
Offer (the “Post-Closing Acceptance Period”).
The Offeror will publicly announce the results
of the Post-Closing Acceptance Period, accompanied by the number
and percentage of Shares that have been tendered during the
Post-Closing Acceptance Period and the total number and total
percentage of Shares held by it in accordance with Article 17
paragraph 4 of the Decree no later than on the third business day
following the last day of the Post-Closing Acceptance Period.
The Offeror shall continue to accept the
transfer all Shares validly tendered (or defectively tendered,
provided that such defect has been waived by the Offeror) during
such Post-Closing Acceptance Period and shall pay for such Shares
as soon as reasonably practicable after the last day of the
Post-Closing Acceptance Period 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,
whether validly tendered (or defectively tendered, provided that
such defect has been waived by the Offeror) during the Acceptance
Period or during the Post-Closing Acceptance Period.
As of the relevant settlement date, revocation,
dissolution, or annulment of the tendering, sale or transfer of any
Share tendered during the Post-Closing Acceptance Period is not
possible.
Liquidity and delistingThe
purchase of Shares by the Offeror pursuant to the Offer will reduce
the number of Shareholders, as well as the number of Shares that
might otherwise be traded publicly. As a result, the size of the
free float in Shares may be substantially reduced following
Settlement and trading volumes and liquidity of Shares may be
adversely affected. The Offeror does not intend to compensate the
Shareholders for such adverse effect.
Should the Offer be declared unconditional, the
Offeror and Kiadis shall as soon as possible after the settlement
of the Offer seek to procure the delisting of the Shares on
Euronext Amsterdam and Euronext Brussels as soon as possible under
applicable rules. This may further adversely affect the liquidity
and market value of any Shares not tendered.
Delisting of the Shares from Euronext Amsterdam
and Euronext Brussels may be achieved on the basis of at least 95%
of the Shares having been acquired by the Offeror or on the basis
of the Post-Offer Restructuring or any other possible post-closing
measure as set out in the Offer Memorandum.
Acquisition of 100%The
Offeror’s willingness to pay the Offer Price and pursue the
Transactions is predicated on the acquisition of 100% of the Shares
or the entirety of Kiadis’ assets and operations (including the
Kiadis Group’s entire business), the ability to delist Kiadis and
to fully integrate the respective businesses of the Kiadis Group
and the Sanofi Group and realize the operational, commercial,
organizational, financial and tax benefits of the combination of
the parties. Such benefits could not, or would only partially, be
achieved if Kiadis were to continue as a standalone entity with a
minority shareholder base.
As further described in the Offer Memorandum,
Sanofi and Kiadis have agreed in principle to certain arrangements
to facilitate the Offeror acquiring 100% of the Shares and/or full
ownership of Kiadis as soon as practically possible after
completion of the Offer and upon the fulfilment of certain
conditions. One of these arrangements is the Post-Offer
Restructuring.
Buy-OutIf, following the
Settlement Date and, if applicable, the settlement of the Shares
tendered during the Post-Closing Acceptance Period, the Offeror
holds at least 95% of the issued ordinary share capital of Kiadis,
the Offeror shall commence (i) a compulsory acquisition procedure
in accordance with Article 2:92a or 2:201a of the Dutch Civil Code
(“DCC”) to buy out the holders of Shares that have
not tendered their Shares, and/or (ii) a takeover buy-out procedure
in accordance with Article 2:359c of the DCC to buy out the holders
of Shares that have not tendered their Shares under the Offer (the
“Buy-Out”), unless the Offeror elects to pursue
the Post-Offer Restructuring and the Kiadis Boards agree to pursue
the Post-Offer Restructuring, in which case the Post-Offer
Restructuring shall be implemented.
Post-Offer RestructuringSubject
to (i) the adoption of the relevant Resolutions at the EGM; (ii)
the Tendered Shares representing at least 80% and less than 95% of
Kiadis’ aggregate issued and outstanding ordinary share capital, in
each case on a Fully Diluted basis (the “Post-Offer
Restructuring Threshold”), or such higher or lower
percentage as may be agreed between the Offeror and Kiadis; and
(iii) the Offer having been declared unconditional, the Offeror
may, after consultation with Kiadis, decide to pursue the
Post-Offer Restructuring, being a post-offer asset sale, whereby
Kiadis will sell and transfer all of its assets and liabilities to
the Offeror against payment of a purchase price equal to the Offer
Price (the “Asset Sale”). Upon completion of the
Asset Sale, Kiadis will be dissolved and liquidated (the
“Company Dissolution” and together with the Asset
Sale, the “Post-Offer Restructuring”). Upon the
Company Dissolution taking place, all cash will be distributed as
an advance liquidation distribution to the minority shareholders,
in an amount that is to the fullest extent possible equal to the
consideration that would have been made available to them if they
had tendered their Shares under the Offer (no withholding taxes
will be due in respect of such (advance) liquidation
distribution).
Please refer to Section 6.11(d) of the Offer
Memorandum (Post-Offer Restructuring) for further details.
Indicative Timetable
Expected date and time (all times are CET) |
Event |
09:00 hours 15 February 2021 |
Commencement of the Acceptance Period |
30 March 2021 |
EGM, at which meeting the Offer, among other matters, will be
discussed and the Resolutions will be voted on |
17:40 hours 12 April 2021 |
Initial Closing Date: Deadline for Shareholders wishing to tender
Shares, unless the Offer is extended in accordance with Article 15
of the Decree as described in Section 5.10 of the Offer Memorandum
(Extension) |
No later than three Business Days after the Closing Date |
Unconditional Date: The date on which the Offeror will publicly
announce whether the Offer is declared unconditional in accordance
with Article 16 of the Decree |
No later than five Business Days after the Unconditional Date |
Settlement Date: The date on which, in accordance with the terms
and conditions of the Offer, the Offeror will pay the Offer Price
for each Tendered Share2 |
No later than three Business Days after the Unconditional Date |
Post-Closing Acceptance Period: If the Offer is declared
unconditional, the Offeror will announce a Post-Closing Acceptance
Period for a period of two weeks |
AnnouncementsAny further
announcement in relation to the Offer, including whether or not the
Offeror declares the Offer unconditional and announcements in
relation to an extension of the Acceptance Period, if any will be
made 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).
Offer Memorandum, Position Statement and
further informationThe Offeror is making the Offer on the
terms and subject to the conditions and restrictions contained in
the Offer Memorandum that is available as of today. In addition, as
of today, Kiadis has made available the Position Statement,
containing the information required by Article 18 paragraph 2 and
Annex G of the Decree in connection with the Offer.
This press release contains selected, condensed
information regarding the Offer and does not replace the Offer
Memorandum and/or the Position Statement. The information in this
press release is not complete and additional information is
contained in the Offer Memorandum and the Position Statement.
Shareholders are advised to review the Offer Memorandum and the
Position Statement in detail and to seek independent advice where
necessary. In addition, Shareholders are urged to consult with
their own tax advisor regarding the tax consequences of acceptance
or non-acceptance of the Offer.
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 |
AdvisorsMoelis & Company
LLC is acting as financial advisor and Allen and Overy LLP
(Amsterdam) is acting as legal advisor to Kiadis. PJT Partners (UK)
Limited is acting as financial advisor and NautaDutilh N.V. is
acting as legal advisor to Sanofi.
For more information:
Kiadis: Maryann
Cimino, Director, Corporate Affairs Tel: +1 (617) 710-7305
m.cimino@kiadis.comKiadis 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.
1 On the basis of a fully diluted share count
using the treasury stock method at the date of the Merger
Agreement, adjusted for the value of warrants which may be
exercised in shares or paid in cash based on the Black Scholes
value as of the day immediately following the public announcement
of the change of control.
2 The Offeror cannot guarantee that Shareholders will receive
the payment of the Offer Price from their Admitted Institution
within the same time period.