Hart-Scott-Rodino
waiting period expires for Sanofi’s acquisition of Principia
Biopharma Inc. PARIS – September 22,
2020 - Sanofi announced today that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “HSR Act”), applicable to Sanofi’s proposed
acquisition of Principia Biopharma Inc. (“Principia”, NASDAQ: PRNB)
has expired. On August 28, 2020, Sanofi commenced a tender
offer (the “Offer”) to purchase all outstanding shares of common
stock of Principia (the “Shares”) for $100 per share in cash,
without interest thereon and net of any applicable withholding
taxes. As a result of the expiration of the waiting period under
the HSR Act, the condition to the Offer relating to the expiration
or termination of the waiting period under the HSR Act has been
satisfied. The consummation of the Offer remains subject to
various conditions, including the tender of at least a majority of
the Shares outstanding immediately prior to the expiration of the
Offer and other customary conditions described in the Offer to
Purchase filed by Sanofi with the U.S. Securities and Exchange
Commission (the “SEC”) on August 28, 2020. The Offer is
scheduled to expire one minute past 11:59 p.m., Eastern Time, on
Friday, September 25, 2020, unless the Offer is extended in
accordance with the Merger Agreement and the applicable rules and
regulations of the SEC. The Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, and the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by
Principia, are available to all holders of shares of Principia at
no expense to them. The tender offer materials are 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
www.sanofi.com/investors. |
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 Principia’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 Principia, 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 Principia’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
Principia’s 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,
the future approval and commercial success of therapeutic
alternatives, Sanofi’s ability to benefit from external growth
opportunities and to complete related transactions and/or obtain
regulatory clearances, risks associated with Sanofi’s and
Principia’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 Principia 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 Principia’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 Principia. This situation is changing rapidly and
additional impacts may arise of which Sanofi and Principia 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, 2019, and the current reports on
Form 8-K, quarterly reports on Form 10-Q and annual reports on Form
10-K filed by Principia with the SEC. The forward-looking
statements speak only as of the date hereof and, other than as
required by applicable law, Sanofi and Principia do not undertake
any obligation to update or revise any forward-looking information
or statements.Additional Information and Where to Find
ItThis communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell shares of Principia common stock. Sanofi and its
acquisition subsidiary have filed with the SEC a tender offer
statement on Schedule TO, and Principia has filed a
Solicitation/Recommendation Statement on Schedule 14D-9, all with
respect to the Offer (as defined in those documents). HOLDERS OF
SHARES OF PRINCIPIA ARE URGED TO READ THE RELEVANT TENDER OFFER
MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND THE OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY CONTAIN
IMPORTANT INFORMATION THAT PRINCIPIA 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, are available to all holders
of shares of Principia at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement are
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. |