Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
December 27 2019 - 4:31PM
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
(Amendment No. 1)
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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This Amendment No. 1 to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by
Synthorx, Inc., a Delaware corporation (Synthorx or the Company), with the Securities and Exchange Commission (the Commission) on December 9, 2019 (the Initial Filing), relating to the offer by
Sanofi, a French société anonyme (Parent), and Thunder Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, to purchase all the issued and outstanding shares of common stock of Synthorx, $0.001
par value per share (the Shares), for a purchase price of $68.00 per Share in cash, without interest and subject to any required withholding of taxes. The Initial Filing included a copy of the Form
8-K filed by the Company with the Commission on December 9, 2019 but the exhibits to such Form 8-K, which were filed with the Form
8-K, were inadvertently omitted from the Initial Filing. This Amendment No. 1 to the Initial Filing includes copies of such exhibits, as follows:
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Number
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Description
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2.1*
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Agreement and Plan of Merger, dated as of December 7, 2019, by and among Synthorx, Inc., Sanofi and Thunder Acquisition Corp.
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99.1
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Joint Press Release of Sanofi and Synthorx, Inc., dated December 8, 2019.
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99.2
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Letter to Synthorx, Inc. employees, first made available on December 8, 2019.
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*
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Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish
supplementally a copy of any omitted schedule to the Commission upon request.
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Except as otherwise set forth herein, the information set
forth in the Initial Filing remains unchanged and is incorporated by reference as relevant to the items in this Amendment No. 1.
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