Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
December 09 2019 - 5:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
SYNTHORX, INC.
(Name of
Subject Company)
SYNTHORX, INC.
(Name of
Person Filing Statement)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
87167A103
(CUSIP Number
of Class of Securities)
Laura Shawver, Ph.D.
President and Chief Executive Officer
Synthorx, Inc.
11099 N.
Torrey Pines Road, Suite 190
San Diego, California 92037
(858) 750-4700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
Barbara Borden, Esq.
Rama Padmanabhan, Esq.
Kenneth J. Rollins, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, CA 92121
(858) 550-6000
☒
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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On December 8, 2019, Synthorx, Inc. (Synthorx) and Sanofi issued a joint press release
announcing the execution of an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Thunder Acquisition Corp., a wholly owned subsidiary of Sanofi (Purchaser), will commence a cash tender
offer (the Offer) to purchase all of the issued and outstanding shares of Synthorx common stock, for $68.00 per share in cash. If successful, the Offer will be followed by a merger of Purchaser with and into Synthorx (the
Merger).
This Schedule 14D-9 filing consists of the following documents relating to the proposed
Offer and Merger:
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(i)
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Synthorx employee FAQs, first made available on December 9, 2019.
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(ii)
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Letter to Synthorx employees from Sanofi, first made available on December 9, 2019.
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