- Prospectus
approved by the FSMA on March 27, 2018 and to be published on April
3, 2018
- Initial
acceptance period will commence on April 4, 2018 and expire on May
4, 2018, subject to extension
Paris, France and
Ghent, Belgium - March 29, 2018 - Sanofi
[Euronext: SAN; NYSE: SNY] and Ablynx
[Euronext Brussels and Nasdaq: ABLX] announced today that on
April 4, 2018, Sanofi will commence the previously announced tender
offers to acquire all of the outstanding shares (including shares
represented by American Depositary Shares ("ADS")), warrants and
convertible bonds of Ablynx for:
-
EUR 45.00 per share or ADS
-
EUR 18.66 - EUR 41.79 per
warrant[1]
-
EUR 393,700.78 per convertible
bond[2]
The tender offers, which are being
made pursuant to the Heads of Agreement, dated January 28, 2018
between Sanofi and Ablynx, will be 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").
With Ablynx's innovative Nanobody®
technology platform, Sanofi will continue to advance the strategic
transformation of its Research and Development strategy, expanding
its late-stage pipeline and strengthening its platform for growth
in rare blood disorders. This acquisition builds on a successful
existing partnership between Ablynx and Sanofi to develop and
commercialize Nanobody-based therapeutics for the treatment of
various immune-related inflammatory diseases.
Approval and
publication of the tender offer documents and response by Ablynx's
board of directors
Belgian
Offer
On March 27, 2018, the Belgian
Financial Markets and Services Authority ("FSMA") has approved
Sanofi's prospectus relating to the Belgian Offer ("Prospectus")
and the response memorandum of the board of directors of Ablynx
("Response Memorandum").
As of April 3, 2018, 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 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.
Hard copies of such documents are
available free of charge (i) at the counters of the Centralizing
Receiving Agents or (ii) by phoning the Centralizing Receiving
Agents at +32 (0)2 433 41 13 (BNP Paribas Fortis NV/SA), +32 (0)78
15 21 53 (KBC Bank NV/SA, Dutch & English), +32 (0) 800 92 020
(CBC Banque NV/SA, French & English) or +32 32 83 29 81 (Bolero
by KBC Securities NV/SA, Dutch, French & English).
The Response Memorandum will be
appended to the Prospectus.
U.S.
Offer
On April 4, 2018, Sanofi will file
with the U.S. Securities and Exchange Commission (the "SEC") a
Tender Offer Statement on Schedule TO and Ablynx will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the U.S. Offer.
Initial
acceptance period
The initial acceptance period of
the tender offers will commence on April 4, 2018 and will expire at
5:00 p.m. ET / 11:00 p.m. CET on May 4, 2018, subject to
extension.
During this initial acceptance
period, security holders of Ablynx can tender their securities in
the tender offers by following the instructions set out in the
Prospectus or the Tender Offer Statement on Schedule TO, as
applicable to them.
The tender offers are subject to
customary conditions, including the tender of securities
representing at least 75% of the outstanding shares of Ablynx at
the end of the initial acceptance period of the tender offers.
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, Ablynx has more than 45 proprietary and partnered
programs in development in various therapeutic areas including
inflammation, haematology, immuno-oncology, oncology and
respiratory disease. Ablynx 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. Ablynx
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:
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
The tender offer
for the outstanding ordinary shares ("Shares"), American Depositary
Shares issued by J.P. Morgan Chase Bank, N.A., acting as depositary
("ADSs"), warrants ("Warrants") and convertible bonds of Ablynx
("Bonds" and, together with the Shares, ADSs and Warrants, the
"Securities") has not yet commenced. 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.
At the time the
tender offer is commenced, Sanofi will file, or cause to be filed,
a Tender Offer Statement on Schedule TO with the SEC and
thereafter, Ablynx will file, or cause to be filed, a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC. Holders of Securities are urged to carefully review the
documents that will be 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, will be available when filed to all holders of
Securities of Ablynx at no expense to them. When filed, these
documents will be 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.
[1] See Section
7.1.3.3. of the Prospectus for a complete overview of the Warrants
price.
[2] Please note
that the bid price for the convertible bonds has been changed from
EUR 310,992 to EUR 393,700.78. For more information see Section
7.1.4.3 of the Prospectus.
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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