REGULATED INFORMATION
GHENT, Belgium, 28 May 2018 - Ablynx
[Euronext Brussels and Nasdaq: ABLX] today announced, in
accordance with Article 14 of the Belgian Law of 2 May 2007
regarding the publication of major shareholdings in issuers whose
securities are admitted to trading on a regulated market (the
"Transparency Law"), that it received a notification of
shareholdings from Sanofi S.A. on 24 May 2018.
Sanofi S.A. notified Ablynx that on 18 May 2018
it has upward crossed the 95% threshold of total voting rights of
Ablynx.
Sanofi S.A. now holds a total of 74,567,835
voting rights of Ablynx, representing 95.60% of the current
78,001,392 outstanding voting rights of Ablynx.
The notification contains the following
information:
- Reason for the notification: acquisition or disposal of
voting securities or voting rights
- Notification by: a person that notifies alone
- Persons subject to the notification requirement: Sanofi
S.A., 54 rue La Boétie, 75008 Paris, France
- Transaction date: 18 May 2018
- Threshold that is crossed: 95%
- Denominator: 78,001,392
- Chain of controlled undertakings through which the holding
is effectively being held: Sanofi is not a controlled
entity
A full version of the transparency notification
is available on Ablynx website, under the section Investors.
The Articles of the Association of Ablynx NV
provide for shareholders notification threshold of 3%, 5% or a
multiple of 5% of the total number of existing voting rights.
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, 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.
Please see below for more information on the
tender offers.
For more information, please contact
AblynxDr Edwin MosesCEOt: +32 (0)9 262 00
07m: +32 (0)473 39 50 68e: edwin.moses@ablynx.com
Lies VannesteDirector Investor Relationst: +32 (0)9
262 01 37m: +32 (0)498 05 35 79 e:
lies.vanneste@ablynx.com
Ablynx media relations:Consilium Strategic
CommunicationsMary-Jane Elliott, Philippa Gardner, Sukaina
Virjit: +44 (0)20 3709 5700e:
ablynx@consilium-comms.com
Joele Frank, Wilkinson Brimmer KatcherDan Katcher or
Joseph Salat: +1 212 355-4449
Additional information on the Belgian
OfferAn electronic version of the prospectus (including the
forms) can be found on the websites of the Receiving & Paying
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 can also be obtained in hard copy free of charge
(i) at the counters of the Receiving & Paying Agents or
(ii) by contacting the Receiving & Paying 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 Prospectus
is available in English and Dutch. The summary of the prospectus is
also available in French.
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.
Additional Information on the U.S. Offer
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. Sanofi has filed a
Tender Offer Statement on Schedule TO with the SEC and Ablynx has
filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC. Holders of Securities are urged to carefully review
the documents that were 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 are available to all
holders of Securities of Ablynx at no expense to them. These
documents are 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.
- pdf version of the press release.pdf