Publication date: 25/05/2018
Ablynx NV [Euronext Brussels en NASDAQ: ABLX], een biofarmaceutische onderneming in laat stadium van klinische ontwikkeling, gebruikmakend van haar eigen Nanobody® platform voor de ontwikkeling van geneesmiddelen voor een brede waaier van therapeutische indicaties met een onbeantwoorde medische nood, deelt deze kennisgeving met betrekking tot de €100.000.000 niet-achtergestelde, niet-gewaarborgde converteerbare obligaties met 3,25% interest en met vervaldatum op 27 mei 2020 (ISIN: BE6278650344), uitgegeven door de Vennootschap (de "Obligaties").
A Change of Control within the meaning of the terms and conditions of the Bonds ("Terms and Conditions") occurred on 14 May 2018, following the publication by Sanofi on 14 May 2018 of the results of the voluntary and conditional public takeover bid by Sanofi for all of the outstanding ordinary shares (including shares represented by American Depositary Shares (ADSs)), warrants and convertible bonds of the Company.
Following the occurrence of the Change of Control, Bondholders are entitled to:
i. exercise their rights during the Change of Control Period to convert their Bonds into shares at the Change of Control Conversion Price in accordance with Condition 5(b)(x) of the Terms and Conditions; or
ii. exercise their rights during the Change of Control Period to require redemption of their Bonds on the Change of Control Put Date (i.e. 7 August 2018) at its principal amount, together with the accrued and unpaid interest to such date, pursuant to (and subject to the conditions set out) in Condition 6(e) of the Terms and Conditions.
The Change of Control Period commenced on 14 May 2018 and ends on 24 July 2018.
The Conversion Price immediately prior to the occurrence of the Change of Control was €12.6631 per ordinary share. In accordance with Condition 5(b)(x) of the Terms and Conditions, the Calculation Agent has determined that the Change of Control Conversion Price of the Bonds is €11.4300 per ordinary share. The Closing Price of the Ordinary Shares of the Company on 24 May 2018, the latest practicable day prior to the publication of this Change of Control Notice, was €44.96.
Save as otherwise defined in this notice, words and expressions used herein have the meanings given to them in the Terms and Conditions.
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.
On 29 January 2018, Sanofi made an offer to acquire all of Ablynx's outstanding ordinary shares (including shares represented by American Depository Shares (ADSs), warrants and convertible bonds (collectively with the outstanding ordinary shares, the "Securities")) at a price of €45 per share, which represents an aggregate equity value of approximately €3.9 billion. The proposed transaction was unanimously approved by both the Sanofi and Ablynx Board of Directors. The offer 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"). The initial acceptance period of the tender offers commenced on 4 April 2018 and expired at 5:00 p.m. ET / 11:00 p.m. CET on 4 May 2018.
Sanofi confirmed on 14 May 2018 that, as of the expiration of the initial acceptance period, 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 owns 95.60% of the outstanding shares of Ablynx as of 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.
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 reopened the Offers and commenced 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.