TARRYTOWN, N.Y., May 26, 2020 /PRNewswire/ -- Regeneron
Pharmaceuticals, Inc. (NASDAQ: REGN) today announced the
pricing of the underwritten public secondary offering of 11,831,496
shares of its common stock held by Sanofi at a price of
$515.00 per share. Regeneron also
agreed to purchase 9,806,805 shares directly from Sanofi, at a
price of $509.85 per share
(representing the price paid by the underwriters in the offering),
for an aggregate purchase amount of $5
billion.
In connection with the offering, the underwriters have a 30-day
option to purchase up to an additional 1,183,150 Regeneron shares
from Sanofi. If the underwriters fully exercise their option to
purchase additional shares, following the offering and share
repurchase by Regeneron, Sanofi will have disposed of all of its
shares, other than 400,000 shares it intends to retain.
Regeneron will not receive any of the proceeds from the sale of
shares in this offering. The offering will occur simultaneously in
the United States and
internationally through underwriters led by BofA Securities and
Goldman Sachs as joint book-running managers.
Regeneron has filed a registration statement (including a
prospectus) with the SEC for the offering. Before you invest, you
should read the prospectus in that registration statement and other
documents Regeneron has filed and will file with the SEC, including
the preliminary prospectus supplement dated May 26, 2020 and the final prospectus supplement,
for more complete information about Regeneron and this offering.
You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, any underwriter or any
dealer participating in the offering will arrange to send you the
prospectus and the prospectus supplement, when available, if you
request them by contacting BofA Securities, NC1-004-03-43, 200
North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention:
Prospectus Department or by email at
dg.prospectus_requests@bofa.com; or Goldman Sachs & Co. LLC,
Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone:
1-866-471-2526, or via email: prospectus-ny@ny.email.gs.com.
This announcement shall not constitute an offer to sell or
the solicitation of any offer to buy, nor shall there be any sale
of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About Regeneron Pharmaceuticals, Inc.
Regeneron is a leading biotechnology company that invents
life-transforming medicines for people with serious diseases.
Founded and led for over 30 years by physician-scientists,
Regeneron's unique ability to repeatedly and consistently translate
science into medicine has led to seven FDA-approved treatments and
numerous product candidates in development, all of which were
homegrown in Regeneron's laboratories. Regeneron's medicines and
pipeline are designed to help patients with eye diseases, allergic
and inflammatory diseases, cancer, cardiovascular and metabolic
diseases, pain, infectious diseases, and rare diseases.
Regeneron is accelerating and improving the traditional drug
development process through its proprietary
VelociSuite® technologies, such as
VelocImmune®, which uses unique
genetically-humanized mice to produce optimized fully-human
antibodies and bispecific antibodies, and through ambitious
research initiatives such as the Regeneron Genetics
Center®, which is conducting one of the largest genetics
sequencing efforts in the world.
Forward-Looking Statements
This press release includes forward-looking statements that
involve risks and uncertainties relating to the completion, timing,
and terms of the described transactions, including the offering,
the repurchase of Sanofi's shares, and the debt financing described
herein, and actual events or results may differ materially from
these forward-looking statements. Words such as "anticipate,"
"expect," "intend," "plan," "believe," "seek," "estimate,"
variations of such words, and similar expressions are intended to
identify such forward-looking statements, although not all
forward-looking statements contain these identifying words. Risks
that may cause these forward-looking statements to be inaccurate
include, among others: (i) whether we will be able to consummate
the described transactions, (ii) the satisfaction of customary
closing conditions with respect to the described transactions,
(iii) prevailing market conditions, and (iv) the impact of general
economic, industry, or political conditions in the United States or internationally,
including as a result of, among other risks and uncertainties, the
impact of SARS-CoV-2 (the virus that has caused the COVID-19
pandemic) on Regeneron's business and its employees, collaborators,
suppliers, and other third parties on which Regeneron relies,
Regeneron's and its collaborators' ability to continue to conduct
research and clinical programs, Regeneron's ability to manage its
supply chain, net product sales of products marketed by Regeneron
and/or its collaborators (collectively, "Regeneron's Products"),
and the global economy; the impact of the transactions discussed in
this press release on Regeneron's business and financial condition;
the nature, timing, and possible success and therapeutic
applications of Regeneron's Products and Regeneron's product
candidates and research and clinical programs now underway or
planned, including without limitation EYLEA®
(aflibercept) Injection, Dupixent® (dupilumab),
Libtayo® (cemiplimab), Praluent®
(alirocumab), Kevzara® (sarilumab), fasinumab,
evinacumab, REGN-EB3, garetosmab, pozelimab, Regeneron's oncology
programs (including its costimulatory bispecific portfolio),
Regeneron's COVID-19 antibody program and other earlier-stage
programs, and the use of human genetics in Regeneron's research
programs; the likelihood and timing of achieving any of our
anticipated development milestones; unforeseen safety issues
resulting from the administration of Regeneron's Products and
product candidates in patients, including serious complications or
side effects in connection with the use of Regeneron's Products and
product candidates in clinical trials; the likelihood and timing of
possible regulatory approval and commercial launch of Regeneron's
late-stage product candidates and new indications for Regeneron's
Products, including without limitation EYLEA, Dupixent, Libtayo,
Praluent, Kevzara, fasinumab, evinacumab, garetosmab, pozelimab,
REGN1979, and REGN-EB3; the extent to which the results from the
research and development programs conducted by Regeneron or its
collaborators may be replicated in other studies and lead to
therapeutic applications; ongoing regulatory obligations and
oversight impacting Regeneron's Products (such as EYLEA, Dupixent,
Libtayo, Praluent, and Kevzara), research and clinical programs,
and business, including those relating to patient privacy;
determinations by regulatory and administrative governmental
authorities which may delay or restrict Regeneron's ability to
continue to develop or commercialize Regeneron's Products and
product candidates; competing drugs and product candidates that may
be superior to Regeneron's Products and product candidates;
uncertainty of market acceptance and commercial success of
Regeneron's Products and product candidates and the impact of
studies (whether conducted by Regeneron or others and whether
mandated or voluntary), on the commercial success of Regeneron's
Products and product candidates; the ability of Regeneron to
manufacture and manage supply chains for multiple products and
product candidates; the ability of Regeneron's collaborators,
suppliers, or other third parties (as applicable) to perform
manufacturing, filling, finishing, packaging, labeling,
distribution, and other steps related to Regeneron's Products and
product candidates; coverage and reimbursement determinations by
third-party payors, including Medicare and Medicaid; unanticipated
expenses; the costs of developing, producing, and selling products;
the ability of Regeneron to meet any of its financial projections
or guidance and changes to the assumptions underlying those
projections or guidance; the potential for any license or
collaboration agreement, including Regeneron's agreements with
Sanofi, Bayer, and Teva Pharmaceutical Industries Ltd. (or their
respective affiliated companies, as applicable), to be cancelled or
terminated without any further product success; and risks
associated with intellectual property of other parties and pending
or future litigation relating thereto (including without limitation
the patent litigation and other related proceedings relating to
Dupixent and Praluent), other litigation and other proceedings and
government investigations relating to the Company and/or its
operations, the ultimate outcome of any such proceedings and
investigations, and the impact any of the foregoing may have on
Regeneron's business, prospects, operating results, and financial
condition. A more complete description of these and other material
risks can be found in Regeneron's filings with the U.S. Securities
and Exchange Commission, including its Form 10-K for the fiscal
year ended December 31, 2019 and its
Form 10-Q for the quarterly period ended March 31, 2020. Any forward-looking statements
are made based on management's current beliefs and judgment, and
the reader is cautioned not to rely on any forward-looking
statements made by Regeneron. Regeneron does not undertake any
obligation to update publicly any forward-looking statement,
including without limitation any financial projection or guidance,
whether as a result of new information, future events, or
otherwise.
Regeneron
Contacts:
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Media
Relations
Hala Mirza
Tel: +1 (914)
847-3422
Hala.Mirza@regeneron.com
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Investor
Relations
Justin
Holko
Tel: +1 (914)
450-3514
Justin.Holko@regeneron.com
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SOURCE Regeneron Pharmaceuticals, Inc.