Sanofi completes acquisition of
Translate Bio, accelerating the application of mRNA in new vaccines
and therapeutics
PARIS –
September 14,
2021 - Sanofi announced today the completion of its
acquisition of Translate Bio, further accelerating the company’s
efforts to develop transformative vaccines and therapies using mRNA
technology. The acquisition adds a critical pillar to the company’s
mRNA Center of Excellence which aims to unlock the potential of
next-generation mRNA vaccines and other strategic areas such as
immunology, oncology, and rare diseases.
The tender offer for all of the outstanding
shares of Translate Bio common stock expired as scheduled at one
minute after 11:59 p.m., Eastern Time, on Monday, September 13,
2021. The minimum tender condition and all of the other conditions
to the offer have been satisfied and on September 14, 2021, 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tendered and not validly withdrawn.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 Translate Bio through the
merger of a wholly owned subsidiary of Sanofi with and into
Translate Bio, pursuant to Section 251(h) of the General
Corporation Law of the State of Delaware, with Translate Bio
continuing as the surviving corporation and becoming an indirect,
wholly owned subsidiary of Sanofi.
In connection with the merger, all Translate Bio
shares not validly tendered in the tender offer have been converted
into the right to receive the same $38 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 September 14, 2021, Translate Bio common stock
will cease to be traded on the NASDAQ Global Select Stock
Market.
Morgan Stanley & Co. International plc acted
as exclusive financial advisor to Sanofi while Weil, Gotshal &
Manges LLP acted as legal counsel. Centerview Partners acted as
lead financial advisor to Translate Bio in the transaction, while
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal
counsel. Evercore also acted as a financial advisor in this
transaction to Translate Bio. MTS Health Partners, LP also gave
financial advice to Translate Bio.
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.
Media Relations
Contacts Sandrine GuendoulTel.: +33
(0)6 25 09 14 25MR@sanofi.com
Nicolas Kressmann Tel.: +1 (732) 532-5318
Nicolas.Kressmann@sanofi.com
Investor Relations Contacts Paris Eva
Schaefer-Jansen Arnaud Delepine Nathalie Pham
Investor Relations Contacts North
America Felix Lauscher
Tel.: +33 (0)1 53 77 45 45
investor.relations@sanofi.com
https://www.sanofi.com/en/investors/contact
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 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 Translate Bio’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 Translate Bio, 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 the successful integration of
Sanofi and Translate Bio, 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, and the possibility that, if
Sanofi does not achieve the perceived benefits of the 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 Translate Bio’s respective
business, including the ability to grow sales and revenues from
existing products and to develop, commercialize or market new
products, 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 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 Sanofi’s and Translate Bio’s 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 Sanofi and Translate Bio and
their respective customers, suppliers, vendors, and other business
partners, and the financial condition of any one of them, as well
as on Sanofi’s and Translate Bio’s employees and on the global
economy as a whole. Any material effect of COVID-19 on any of the
foregoing could also adversely impact Sanofi and Translate Bio.
This situation is changing rapidly and additional impacts may arise
of which Sanofi and Translate Bio are not currently aware and may
exacerbate other previously identified risks. 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 Sanofi’s
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 U.S. Securities and Exchange Commission (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,
2020, and the current reports on Form 8-K, quarterly reports on
Form 10-Q and annual reports on Form 10-K filed by Translate Bio
with the SEC. The forward-looking statements speak only as of the
date hereof and, other than as required by applicable law, Sanofi
and Translate Bio do not undertake any obligation to update or
revise any forward-looking information or statements.
- Translate Bio closing press release - ENG
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