Written Communication Relating to an Issuer or Third Party (sc To-c)
December 10 2019 - 7:51AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Synthorx,
Inc.
(Name of Subject Company)
THUNDER ACQUISITION CORP.
AVENTIS INC.
SANOFI
(Names of Filing Persons — Offerors)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
87167A103
(Cusip Number
of Class of Securities)
Karen Linehan
Executive Vice President Legal Affairs and General Counsel
Sanofi
54, Rue La
Boétie, 75008
Paris, France
Telephone: 011 + 33 1 53 77 40 00
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Michael J. Aiello, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New
York, NY 10153
(212) 310-8000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee*
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N/A
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N/A
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*
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications
made before the commencement of a tender offer.
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☐
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Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Not applicable.
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Filing Party:
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Not applicable.
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Form or Registration No.:
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Not applicable.
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Date Filed:
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Not applicable.
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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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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
On December 9, 2019, Sanofi, a company under the laws of France (“Sanofi”), with its
registered office at 54 rue La Boétie, 75008 Paris, France, issued a press release relating to Sanofi’s new strategy to drive innovation and growth. A portion of the press release (excerpted below) relates to Sanofi’s
proposed acquisition of Synthorx, Inc by way of a cash tender offer (the “tender offer”).
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The company also announced plans to acquire Synthorx, Inc. which will bolster its immuno-oncology (IO) pipeline
with both a proprietary IO platform synergistic with Sanofi’s existing therapeutics platforms, and a lead IO candidate (THOR-707) being explored across multiple solid tumor types both alone and in
combination with immune checkpoint inhibitors and other future IO combinations. Additional details can be found here: https://www.sanofi.com/en/media-room/press-releases
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This filing relates solely to preliminary communications made before the commencement of the tender offer.
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