Paris, France and
Ghent, Belgium - May 14, 2018 - Sanofi
[Euronext: SAN; NYSE: SNY] and Ablynx [Euronext Brussels and
Nasdaq: ABLX] today announced the results of the initial tender
offer period of Sanofi's previously announced tender offers to
acquire all of the outstanding shares (including shares represented
by American Depositary Shares ("ADSs")), warrants and convertible
bonds (together, the "Securities") of Ablynx.
The tender offer is made pursuant
to the Heads of Agreement, dated January 28, 2018 between Sanofi
and Ablynx, and is comprised of two separate but concurrent tender
offers: (i) a tender offer under the laws of Belgium for all of the
outstanding shares, warrants and convertible bonds of Ablynx (the
"Belgian Offer") and (ii) a tender offer under the laws of the U.S.
for all of the outstanding shares held by U.S. holders and ADSs
held by holders, wherever located (the "U.S. Offer", and together
with the Belgian Offer, the "Offers").
Sanofi confirmed that, as of the
expiration of the initial acceptance period, which expired on May
4, 2018, a total of 71,972,994 shares (including 7,446,312 shares
represented by ADSs), 2,594,841 warrants and 975 convertible bonds
had been validly tendered into the Offers and not withdrawn. Sanofi
will own 95.60% of the outstanding shares of Ablynx on the
settlement date of the Offers, of which more than 90% were acquired
through the Offers. Sanofi further confirmed that the Minimum
Tender Condition and the other conditions to the Offers have been
satisfied.
The Securities tendered into the
Offers are expected to be settled on or about May 18, 2018.
Sanofi's Chief
Executive Officer, Olivier Brandicourt commented, "We are pleased to officially welcome Ablynx to Sanofi,
which will advance the strategic transformation of our R&D,
expanding our late-stage pipeline and strengthening our platform
for growth in rare blood disorders. Today's announcement represents
the evolution of an already successful partnership as we reaffirm
our commitment to Belgium, where we have invested significantly
over the years."
Ablynx's Chief
Executive Officer, Edwin Moses commented, "We
very much look forward to joining the Sanofi family and together
bring multiple Nanobody®-based medicines to patients in the future.
Over the last 17 years, we have built a very passionate world-class
team in Ghent dedicated to developing the Nanobody platform and we
believe that together with Sanofi's impressive skills, capabilities
and resources, we will make a significant impact on improving
healthcare in the future."
Squeeze-Out
Procedure
Sanofi has decided to proceed with a squeeze-out of those
Securities not tendered to the Offers in accordance with applicable
Belgian and U.S. law. In this regard, Sanofi will reopen the Offers
and commence the squeeze-out period on May 22, 2018, to acquire
those Securities not previously tendered into the Offers. The
squeeze-out period will expire on June 12, 2018 at 5.00 p.m. New
York City time / 11.00 p.m. CEST time. Security holders of Ablynx
can tender their Securities in the Offers by following the
instructions set out in the Prospectus or the Tender Offer
Statement on Schedule TO, as applicable.
Securities not tendered into the
squeeze-out shall be deemed transferred to Sanofi by operation of
law at the expiration of the squeeze-out period. The funds
necessary to pay for the Securities thus transferred shall be
deposited with the Bank for Official Deposits (Deposito- en Consignatiekas / Caisse des dépôts et
consignations) in favour of the former Ablynx security holders
who did not tender their Securities into the squeeze-out.
Upon, or as soon as possible
after, completion of the squeeze-out, all Securities of Ablynx will
be delisted from (i) the regulated market of Euronext Brussels
(shares), (ii) Nasdaq (ADSs), and (iii) Frankfurt MTF (Convertible
Bonds).
An electronic version of the
Prospectus and its summary shall be available on the websites of
the Centralizing Receiving Agents (for BNP Paribas Fortis NV/SA,
https://www.bnpparibasfortis.be/epargneretplacer (French and
English) and https://www.bnpparibasfortis.be/sparenenbeleggen
(Dutch and English); for KBC Securities NV/SA in cooperation with
KBC Bank NV/SA,
https://www.kbcsecurities.com/prospectus-documents-overviews/prospectus-overview,
https://www.kbc.be, https://www.cbc.be and https://www.bolero.be),
Sanofi (https://www.sanofi.com/en/investors/tender-offers-ablynx
and https://www.sanofi.com/fr/investisseurs/offres-ablynx) and
Ablynx (http://www.ablynx.com/investors/sanofi-takeover-bid/).
The Prospectus is available in
English and in Dutch. A French translation of the summary of the
Prospectus and Forms is also available.
The Response Memorandum is annexed
to the Prospectus. The Response Memorandum can also be obtained in
hard copy free of charge at the registered office of Ablynx
(Technologiepark 21, 9052 Zwijnaarde (Belgium)). The Response
Memorandum is available in English and Dutch.
About
Ablynx
Ablynx is a biopharmaceutical
company engaged in the development of Nanobodies, proprietary
therapeutic proteins based on single-domain antibody fragments,
which combine the advantages of conventional antibody drugs with
some of the features of small-molecule drugs. Ablynx is dedicated
to creating new medicines which will make a real difference to
society. Today, the Company has more than 45 proprietary and
partnered programmes in development in various therapeutic areas
including inflammation, haematology, immuno-oncology, oncology and
respiratory disease. The Company has collaborations with multiple
pharmaceutical companies including AbbVie; Boehringer Ingelheim;
Eddingpharm; Merck & Co., Inc., Kenilworth, New Jersey, USA;
Merck KGaA; Novo Nordisk; Sanofi and Taisho Pharmaceuticals. The
Company is headquartered in Ghent, Belgium. More information can be
found on www.ablynx.com.
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.
Sanofi, Empowering Life
For more information, please
contact
Ablynx
Dr Edwin Moses
CEO
t: +32 (0)9 262 00 07
m: +32 (0)473 39 50 68
e: edwin.moses@ablynx.com
Lies Vanneste
Director Investor Relations
t: +32 (0)9 262 01 37
m: +32 (0)498 05 35 79
e: lies.vanneste@ablynx.com
Ablynx media
relations:
Consilium Strategic Communications
Mary-Jane Elliott, Philippa Gardner, Sukaina Virji
t: +44 (0)20 3709 5700
e: ablynx@consilium-comms.com
Joele Frank, Wilkinson Brimmer
Katcher
Dan Katcher or Joseph Sala
t: +1 212 355-4449
Sanofi Media
Relations
Laurence Bollack
Tel.: +33 (0)1 53 77 46 46
mr@Sanofi.com
Sanofi Investor
Relations
George Grofik
t: +33 (0)1 53 77 45 45
ir@Sanofi.com
Sanofi and Ablynx Forward-Looking Statements
This
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 Ablynx'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 Ablynx, 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 Ablynx'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 to Sanofi's
and Ablynx'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,
risks associated with intellectual property, including the ability
to protect intellectual property and defend patents, future
litigation, the future approval and commercial success of
therapeutic alternatives, and volatile economic conditions. 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 the companies' 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 SEC and the AMF made by
Sanofi and Ablynx, 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,
2017, and those listed under "Disclaimer" in the current reports on
Form 6-K filed by Ablynx with the SEC. The forward-looking
statements speak only as of the date hereof and, other than as
required by applicable law, Sanofi and Ablynx do not undertake any
obligation to update or revise any forward-looking information or
statements.
Additional Information for US Investors
This
communication is for informational purposes only and is neither a
recommendation, an offer to purchase nor a solicitation of an offer
to sell any Securities of Ablynx. Sanofi has filed a Tender Offer
Statement on Schedule TO with the SEC and Ablynx has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC. Holders of Securities are urged to carefully review the
documents that were filed by Sanofi and Ablynx with the SEC because
these documents will contain important information, including the
terms and conditions of the tender offer.
The offer to
purchase, the related ADS letter of transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement are available to all holders of Securities of Ablynx at
no expense to them. These documents are available for free at the
SEC's website 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. You should read the filings made by Sanofi and Ablynx
with the SEC carefully before making a decision concerning the U.S.
Offer.
pdf version of the press
release
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Ablynx via Globenewswire
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