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represented by ADSs), 2,594,841 warrants and 975 convertible bonds had been validly tendered into the Offers and not withdrawn.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."
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.
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.
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