Item 1.01
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Entry into a Material Definitive Agreement.
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Agreement and Plan of Merger
On December 7, 2019,
Synthorx, Inc., a Delaware corporation (the Company or Synthorx), entered into an Agreement and Plan of Merger (the Merger Agreement) with Sanofi, a French
société anonyme (Parent), and Thunder Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser). The board of directors of the Company has
unanimously approved the Merger Agreement.
Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser will
commence a cash tender offer (the Offer) no later than December 23, 2019, to acquire all of the outstanding shares of common stock of the Company, $0.001 par value per share (the Shares), at a
purchase price of $68.00 per Share in cash (the Offer Price), without interest and subject to any required withholding of taxes.
The obligation of Purchaser to purchase Shares tendered in the Offer is subject to the conditions set forth in the Merger Agreement, including that the number
of Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn, when considered together with all other Shares (if any) otherwise beneficially owned by Parent or any of its wholly owned subsidiaries (including
Purchaser), would represent one more than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (the Minimum Condition). Parent and Purchasers obligations to consummate the Offer are
not subject to a condition that any financing be received by Parent or Purchaser for the consummation of the transactions contemplated by the Merger Agreement.
Following the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge
with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger). Purchaser will effect the Merger after consummation of the Offer pursuant to Section 251(h) of the Delaware
General Corporation Law. At the effective time of the Merger (the Effective Time), the Shares then outstanding (other than Shares (a) held by Parent, Purchaser, any other direct or indirect wholly owned subsidiary of
Parent, the Company (or in the Companys treasury) or by stockholders of the Company who have exercised and perfected their statutory rights of appraisal under Delaware law, or (b) irrevocably accepted for purchase in the Offer) will each
be converted into the right to receive an amount in cash equal to the Offer Price (the Merger Consideration), without interest and subject to any required withholding of taxes.
Each of the Companys stock options (the Company Options) that is outstanding as of immediately prior to the Effective Time
shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, each Company Option that is then outstanding and unexercised shall be cancelled and converted
into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to the vested portion of such Company Option immediately prior to the Effective Time (taking into account any acceleration of vesting),
multiplied by (ii) the excess, if any, of (x) the Merger Consideration over (y) the exercise price payable per Share under such Company Option.
The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. From the date of the Merger
Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, the Company has agreed to operate its business in the ordinary course and has agreed to certain other operating covenants, as set forth more fully in the
Merger Agreement. The Company has also agreed not to solicit or initiate discussions with any third party regarding acquisition proposals.
The Merger
Agreement includes a remedy of specific performance for the Company, Parent and Purchaser. The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of
the Merger Agreement under specified circumstances, including termination by the Company to accept and enter into a definitive agreement with respect to an unsolicited superior offer, the Company will be required to pay a termination fee of an
amount in cash equal to $94,000,000 (the Termination Fee). Any such termination of the Merger Agreement by the Company is subject to certain conditions, including the Companys compliance with certain procedures set
forth in the Merger Agreement and a determination by the board of directors of the Company that the failure to take such action would be inconsistent with the board of directors fiduciary duties to the Companys stockholders under
applicable law and the payment of the Termination Fee by the Company.