YASTEST
Regulated information - inside
information
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Strengthens Sanofi's R&D
strategy with innovative Nanobody® technology
platform
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Expands growing rare blood
disorders franchise with Ablynx's late-stage investigational
caplacizumab aTTP treatment
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Unanimously approved by Sanofi
and Ablynx Boards of Directors
PARIS, France and
GHENT, Belgium, 29 January 2018 - Sanofi [Euronext: SAN; NYSE: SNY]
and Ablynx [Euronext Brussels and Nasdaq:
ABLX], a biopharmaceutical company engaged in the discovery and
development of Nanobodies®, entered into
a definitive agreement under which Sanofi will offer to acquire all
of the outstanding ordinary shares, including shares represented by
American Depositary Shares (ADSs), warrants and convertible bonds
of Ablynx at a price per Ablynx share of €45 in cash, which
represents an aggregate equity value of approximately €3.9 billion.
The transaction was unanimously approved by both the Sanofi and
Ablynx Boards of Directors.
Sanofi's Chief
Executive Officer Olivier Brandicourt commented, "With Ablynx, we continue to advance the strategic
transformation of our Research and Development, expanding our
late-stage pipeline and strengthening our platform for growth in
rare blood disorders. This acquisition builds on a successful
existing partnership. We are also pleased to reaffirm our
commitment to Belgium, where we have invested significantly over
the years in our state-of-the-art biologics manufacturing facility
in Geel. We intend to maintain and support the Ablynx science
center in Ghent."
Ablynx's Chief
Executive Officer Edwin Moses noted, "Since
our founding in 2001, our team has been focused on unlocking the
power of our Nanobody technology for patients. The results of our
work are validated by clinical data. As we look ahead, we believe
Sanofi's global infrastructure, commitment to innovation and
commercial capabilities will accelerate our ability to deliver our
pipeline. Our Board of Directors feels strongly that this
transaction represents compelling value for shareholders and
maximizes the potential of our pipeline to the benefit of all
stakeholders."
Sustaining
Innovation in R&D
The acquisition of Ablynx
continues Sanofi's commitment to breakthrough innovation, focused
on technologies addressing multiple disease targets with single
multi-specific molecules.
Nanobodies are a novel class of
proprietary next generation biologicals. Ablynx is at the
leading edge of Nanobody technology supporting a deep pipeline of
more than 45 proprietary and partnered candidates for a wide range
of therapeutic areas such as hematology, inflammation,
immuno-oncology and respiratory diseases. Eight Nanobodies have
entered clinical development.
Sanofi is committed to
accelerating development and maximizing the commercial potential of
Ablynx's ongoing and emerging programs.
Strengthening
Sanofi's Platform in Rare Blood Disorders
Ablynx's most-advanced product in
development is caplacizumab (anti-vWF Nanobody), a wholly-owned
development program for the treatment of acquired thrombotic
thrombocytopenic purpura (aTTP). The product is already filed in
the European Union and expected to be filed in the U.S. during the
first half of this year. Caplacizumab, if approved, would be the
first-in-class treatment for this acute, life-threatening
disease.
The addition of caplacizumab to Sanofi's platform strengthens its
position in rare blood disorders, complementing the recently
announced agreements to acquire Bioverativ and obtain global rights
for fitusiran from Alnylam.
Combining
Complementary Capabilities to Address Respiratory Syncytial Virus
(RSV) Infections
Ablynx's ALX-0171, an inhaled
anti-RSV Nanobody, currently in Phase 2b, is a potential
breakthrough for the symptomatic treatment of RSV infections-for
which there is no widely used therapy available-and is very
complementary to Sanofi Pasteur RSV associated programs.
Delivering
Long-Term Shareholder Value
The addition of Ablynx is
anticipated to drive meaningful long-term value for Sanofi's
shareholders by enhancing its pipeline and research capabilities.
Including R&D expenses, the acquisition is expected to be
neutral to Business EPS[1] in 2018 and
2019.
Transaction
Terms
Under the terms of the agreement,
Sanofi will launch public offers to acquire all of the outstanding
ordinary shares (including shares represented by ADSs), warrants
and convertible bonds of Ablynx in cash. Sanofi has complied with
the formalities set forth in the Belgian takeover legislation and
filed the mandatory documents with the Belgian Financial Services
and Markets Authority (FSMA). A notice was published by the FSMA on
its website.
The consummation of the public
offers is 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 Belgian
Tender Offer, and the receipt of required regulatory approvals. The
public offers are expected to be launched by the beginning of the
second quarter of 2018.
In accordance with the Belgian
requirement of certainty of funds, Sanofi has entered into a bank
credit facility, BNP Paribas Fortis SA/NA acting as the sole credit
facility arranger. Subject to the satisfaction or waiver of
customary closing conditions, the transaction is expected to close
by the end of the second quarter 2018.
Morgan Stanley and Lazard are
acting as financial advisors to Sanofi. J.P. Morgan is acting as
financial advisor to Ablynx. Weil, Gotshal & Manges LLP and
NautaDutilh are serving as legal counsels to Sanofi. Eubelius CVBA,
Goodwin Procter LLP and Linklaters LLP are serving as legal
counsels to Ablynx.
Sanofi Conference
Call
Sanofi will host a webcast live on
Sanofi's website at 2.30pm CET / 8.30am EST on Monday, 29 January
2018. The webcast details and full presentation will be made
available on Sanofi's Investor Relations webpage.
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; Novartis; Novo Nordisk; Sanofi and Taisho
Pharmaceuticals. The Company 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 Media
Relations:
Kyra Obolensky
t: +33 (0)1 53 77 94 74
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,
2016, 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 a solicitation/recommendation
statement on Schedule 14D-9. 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 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.
[1]Business EPS
is a non-GAAP financial measure (see appendix to Sanofi press
release on quarterly results for a definition)
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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