This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO) is filed by (i) Blink Acquisition Corp., a Delaware corporation (Purchaser) and an indirect, wholly-owned subsidiary of Sanofi, a French
société anonyme
(Parent), (ii)
Parent, (iii) Sanofi-Aventis NA Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (SANH), and (iv) Sanofi-aventis Amérique du Nord, a French
société par actions simplifies
and a wholly-owned subsidiary of Parent (SADN). This Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value, $0.001 per share (the Shares), of Bioverativ Inc., a
Delaware corporation (the Company), at a purchase price of $105.00 per Share (the Offer Price) net to the seller in cash, without interest and subject to any required tax withholding, on the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby
expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule 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 the Company, Parent and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with
respect to Items 4, 5, 6 and 11 of this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the Summary Term Sheet of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The
name of the subject company and the issuer of the securities to which this Schedule TO relates is Bioverativ Inc., a Delaware corporation. The Companys principal executive offices are located at 225 Second Avenue, Waltham, Massachusetts,
02451. The Companys telephone number is +1 (781) 663-4400.
(b) This Schedule TO relates to the outstanding Shares. The Company has advised
Purchaser and Parent that, as of February 1, 2018 (the most recent practicable date), 108,223,091 Shares were issued and outstanding.
(c) The
information set forth in Section 6 (entitled Price Range of Shares; Dividends on the Shares) of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
(a) (c) This Schedule TO is filed by Purchaser, Parent, SANH and SADN. The information set forth in Section 8 (entitled Certain
Information Concerning Parent, Purchaser and Certain Related Persons) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i)
(viii), (xii), (a)(2)(i) (iv), (viii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
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the Summary Term Sheet
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Section 1 Terms of the Offer
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Section 2 Acceptance for Payment and Payment for Shares
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Section 3 Procedures for Accepting the Offer and Tendering Shares
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Section 4 Withdrawal Rights
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