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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed, on August 16, 2020, Principia Biopharma Inc., a Delaware corporation (“Principia” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sanofi, a French société anonyme (“Parent”), and Kortex Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Aventis Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Aventis”), is the direct parent of Purchaser.
Pursuant to the Merger Agreement, on August 28, 2020, Purchaser commenced a tender offer to acquire all of the outstanding shares of common stock of the Company, $0.0001 par value per share (the “Shares”), at a purchase price of $100.00 per Share in cash (the “Offer Price”), without interest and subject to any withholding of taxes required by applicable legal requirements, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 28, 2020 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).
On September 28, 2020, Parent announced that the offering period of the Offer had expired at one minute following 11:59 p.m., Eastern Time, on September 25, 2020 (the “Expiration Time”) and that as of such time, based on the information provided by the depositary for the Offer, 26,995,086 Shares (not including 3,077,763 Shares tendered by notice of guaranteed delivery for which Shares have not yet been delivered in satisfaction of such guarantee) were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time, representing approximately 81.1% of the outstanding Shares as of such time, which Shares were sufficient to have met the minimum condition of the Offer and to enable the Merger (as defined below) to occur under Delaware law without a vote of the Company’s stockholders. All conditions to the Offer having been satisfied, on September 26, 2020, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn prior to the Expiration Time, and will promptly pay for such Shares in accordance with the terms of the Offer.
Following the completion of the Offer, on September 28, 2020, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), Purchaser merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), Shares that were not purchased pursuant to the Offer (other than Shares (i) held by the Company (or in the Company’s treasury), Parent, Purchaser, any other direct or indirect wholly owned subsidiary of Parent, or by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under Delaware law, or (ii) irrevocably accepted for purchase in the Offer) were converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest and subject to any withholding of taxes required by applicable legal requirements.
Pursuant to the Merger Agreement, each of the Company’s stock options (the “Company Options”) that was outstanding as of immediately prior to the Effective Time accelerated and became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time and has been 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 Company Option immediately prior to the Effective Time, multiplied by (ii) the excess (if any), of (x) the Merger Consideration over (y) the exercise price payable per Share underlying such Company Option. Any Company Option that has an exercise price that equals or exceeds the Merger Consideration was cancelled for no consideration. The Company’s repurchase rights with respect to any Shares previously issued upon the “early exercise” of Company Options will terminate immediately prior to and contingent upon the Effective Time.
Pursuant to the Merger Agreement, the warrants to purchase Shares (the “Company Warrants”) that were outstanding and unexercised as of immediately prior to the Effective Time, converted into the right to receive the Merger Consideration less the applicable exercise price in respect of the Shares underlying such Company Warrants, and the holders of such Company Warrants, in lieu of Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented by the Company Warrant, are entitled to receive the Merger Consideration less the applicable exercise price in respect of each Share underlying such Company Warrants and will have no other rights pursuant to each such holder’s ownership of such Company Warrants.