Sanofi announced that on February 7, 2018 it commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock of Bioverativ, Inc. (“Bioverativ”) for $105 per share in cash (the “Offer Price”), without interest thereon and net of any required tax withholding.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of January 21, 2018 (as it may be amended from time to time, the “Merger Agreement”), by and among Bioverativ, Sanofi and Blink Acquisition Corp., a Delaware corporation and an indirect, wholly-owned subsidiary of Sanofi (“Purchaser”).
The Offer is scheduled to expire one minute past 11:59 p.m., New York City time, on Wednesday, March 7, 2018, unless the Offer is extended in accordance with the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”).
The consummation of the Offer is subject to various conditions, including the tender of at least a majority of the shares of common stock of Bioverativ outstanding immediately prior to the expiration of the Offer, redelivery of a tax opinion delivered at signing, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and receipt of certain other regulatory approvals, and other customary conditions.
As soon as practicable following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into Bioverativ pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Bioverativ continuing as the surviving corporation and becoming an indirect, wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, the outstanding shares of common stock of Bioverativ not tendered in the Offer will be converted into the right to receive the same amount of cash per share that they would have received had they tendered their shares in the Offer.
On February 7, 2018, Sanofi and its acquisition subsidiary commenced the Offer by filing with the U.S. Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO.
Bioverativ intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer. Holders of shares of Bioverativ are urged to carefully read the relevant tender offer materials (including the offer to purchase, the related letter of transmittal and the other tender offer documents), and the Solicitation/Recommendation statement once it is available, because they contain important information that Bioverativ stockholders should consider before making any decision regarding tendering their shares.
The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, are available to all holders of shares of Bioverativ at no expense to them. The tender offer materials are available for free at the SEC’s web site 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.
Lazard is acting as exclusive financial advisor to Sanofi. Guggenheim Securities and J.P. Morgan Securities LLC are acting as financial advisors to Bioverativ. Weil, Gotshal & Manges LLP is serving as legal counsel to Sanofi. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to Bioverativ.
