As part of Sanofi’s endeavor to accelerate the application of
messenger RNA (mRNA) to develop therapeutics and vaccines, the
company has entered into a definitive agreement with Translate Bio
(NASDAQ: TBIO), a clinical-stage mRNA therapeutics company, under
which Sanofi will acquire all outstanding shares of Translate Bio
for $38.00 per share in cash, which represents a total equity value
of approximately $3.2 billion (on a fully diluted basis). The
Sanofi and Translate Bio Boards of Directors unanimously approved
the transaction.
“Translate Bio adds an mRNA technology platform and strong
capabilities to our research, further advancing our ability to
explore the promise of this technology to develop both
best-in-class vaccines and therapeutics,” said Paul Hudson, Sanofi
Chief Executive Officer. “A fully owned platform allows us to
develop additional opportunities in the fast-evolving mRNA space.
We will also be able to accelerate our existing partnered programs
already under development. Our goal is to unlock the potential of
mRNA in other strategic areas such as immunology, oncology, and
rare diseases in addition to vaccines.”
“Sanofi and Translate Bio have a shared commitment to innovation
in the mRNA space. With Sanofi’s long-standing expertise in
developing and commercializing vaccines and other innovative
medicines on a global scale, Translate Bio’s mRNA technology is now
even better positioned to reach more people, faster,” said Ronald
Renaud, Chief Executive Officer, Translate Bio. “The talented and
dedicated Translate Bio team has built the foundation of a strong
mRNA platform. Our expertise coupled with that of Sanofi has driven
significant progress under the collaboration thus far, and we
believe that this acquisition will strengthen the team’s ability to
achieve the full potential of the mRNA technology.”
In June 2018, Sanofi and Translate Bio entered into a
collaboration and exclusive license agreement to develop mRNA
vaccines which was further expanded in 2020 to broadly address
current and future infectious diseases. There are two ongoing mRNA
vaccine clinical trials under the collaboration, the COVID-19
vaccine Phase 1/2 study with results expected in Q3 2021 and the
mRNA seasonal influenza vaccine Phase 1 trial with results due in
Q4 2021. The acquisition builds on Sanofi’s establishment of a
first-of-its kind vaccines mRNA Center of Excellence.
On the therapeutic side, Translate Bio has an early-stage
pipeline in cystic fibrosis and other rare pulmonary diseases. In
addition, discovery work is ongoing in diseases that affect the
liver, and Translate Bio’s MRTTM platform may be applied to various
classes of treatments, such as therapeutic antibodies or vaccines
in areas such as oncology. Sanofi’s recent acquisition of Tidal
Therapeutics expanded the company’s mRNA research capabilities in
both immuno-oncology and inflammatory diseases. The Translate Bio
acquisition further accelerates Sanofi’s efforts to develop
transformative medicines using mRNA technology.
Transaction Terms
Under the terms of the merger agreement, Sanofi will commence a
cash tender offer to acquire all outstanding shares of Translate
Bio common stock for $38.00 per share in cash reflecting a total
equity value of Translate Bio of approximately $3.2 billion. The
purchase price represents a premium of 56% to Translate Bio’s
volume-weighted average price per share over the past 60 days.
To demonstrate their commitment to the transaction, the chief
executive officer of Translate Bio and Translate Bio’s largest
shareholder, The Baupost Group, L.L.C., have signed binding
commitments to support the tender offer. These binding commitments,
combined with the Translate Bio shares already owned by Sanofi or
its affiliates, represent a total of approximately 30% of Translate
Bio’s total shares outstanding.
The consummation of the tender offer is subject to customary
closing conditions, including the tender of a number of shares of
Translate Bio common stock that together with shares already owned
by Sanofi or its affiliates represents at least a majority of the
outstanding shares of Translate Bio common stock, the expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, and other customary conditions.
Following the successful completion of the tender offer, a wholly
owned subsidiary of Sanofi will merge with Translate Bio and the
outstanding Translate Bio shares not already owned by Sanofi or its
affiliates that are not tendered in the tender offer will be
converted into the right to receive the same $38.00 per share in
cash paid in the tender offer. The tender offer is expected to
commence later this month. Sanofi plans to fund the transaction
with available cash resources. Subject to the satisfaction or
waiver of customary closing conditions, Sanofi expects to complete
the acquisition in the third quarter of 2021.
Morgan Stanley & Co. International plc is acting as
exclusive financial advisor to Sanofi while Weil, Gotshal &
Manges LLP is acting as legal counsel. Centerview Partners is
acting as lead financial advisor to Translate Bio in the
transaction, while Paul, Weiss, Rifkind, Wharton & Garrison LLP
is acting as legal counsel. Evercore is also acting as a financial
advisor in this transaction to Translate Bio. MTS Health Partners,
LP is also giving financial advice to Translate Bio.
About Translate BioTranslate Bio is a
clinical-stage mRNA therapeutics company developing a new class of
potentially transformative medicines to treat diseases caused by
protein or gene dysfunction, or to prevent infectious diseases by
generating protective immunity. Translate Bio is primarily focused
on applying its technology to treat pulmonary diseases with a lead
pulmonary candidate being evaluated as an inhaled treatment for
cystic fibrosis in a Phase 1/2 clinical trial. Additional pulmonary
diseases are being evaluated in discovery-stage research programs
that utilize a proprietary lung delivery platform. Translate Bio
also believes it technology may apply broadly to a wide range of
diseases, including diseases that affect the liver. Additionally,
the platform may be applied to various classes of treatments, such
as therapeutic antibodies and protein degradation. Translate Bio is
also pursuing the development of mRNA vaccines for infectious
diseases under a collaboration with Sanofi Pasteur.
About SanofiSanofi is dedicated to supporting
people through their health challenges. We are a global
biopharmaceutical company focused on human health. We prevent
illness with vaccines, provide innovative treatments to fight pain
and ease suffering. We stand by the few who suffer from rare
diseases and the millions with long-term chronic conditions.With
more than 100,000 people in 100 countries, Sanofi is transforming
scientific innovation into healthcare solutions around the
globe.
Sanofi Media Relations ContactsAshleigh
KossTel: +1 (908) 205-2572Ashleigh.Koss@sanofi.com
Sandrine GuendoulTel.: +33 (0)6 25 09 14
25Sandrine.Guendoul@sanofi.com
Sanofi Investor Relations Contacts ParisEva
Schaefer-JansenArnaud DelepineNathalie Pham
Sanofi Investor Relations Contacts North
AmericaFelix LauscherFara BerkowitzSuzanne Greco
Tel.: +33 (0)1 53 77 45 45investor.relations@sanofi.com
https://www.sanofi.com/en/investors/contact
Translate Bio Media Relations ContactMaura
Gavaghanmgavaghan@translate.bio
Translate Bio Investor Relations ContactTeri
Dahlmantdahlman@translate.bio
Sanofi and Translate Bio Forward-Looking
StatementsThis press release contains forward-looking
statements as defined in the Private Securities Litigation Reform
Act of 1995, as amended. Forward-looking statements are statements
that are not historical facts and may include projections and
estimates and their underlying assumptions, statements regarding
plans, objectives, intentions and expectations with respect to
future financial results, events, operations, services, product
development and potential, and statements regarding future
performance. Forward-looking statements are generally identified by
the words “expects”, “anticipates”, “believes”, “intends”,
“estimates”, “plans”, “will be” and similar expressions. Although
Sanofi’s and Translate Bio ’s management each believes that the
expectations reflected in such forward-looking statements are
reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of Sanofi and Translate Bio, that could cause
actual results and developments to differ materially from those
expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include
among other things, risks related to Sanofi’s and Translate Bio’s
ability to complete the acquisition on the proposed terms or on the
proposed timeline, including the receipt of required regulatory
approvals, the possibility that competing offers will be made,
other risks associated with executing business combination
transactions, such as the risk that the businesses will not be
integrated successfully, that such integration may be more
difficult, time-consuming or costly than expected or that the
expected benefits of the acquisition will not be realized, risks
related to future opportunities and plans for the combined company,
including uncertainty of the expected financial performance and
results of the combined company following completion of the
proposed acquisition, disruption from the proposed acquisition
making it more difficult to conduct business as usual or to
maintain relationships with customers, employees, manufacturers,
suppliers or patient groups, and the possibility that, if the
combined company does not achieve the perceived benefits of the
proposed acquisition as rapidly or to the extent anticipated by
financial analysts or investors, the market price of Sanofi’s
shares could decline, as well as other risks related Sanofi’s and
Translate Bio’s respective businesses, including the ability to
grow sales and revenues from existing products and to develop,
commercialize or market new products, competition, the
uncertainties inherent in research and development, including
future clinical data and analysis, regulatory obligations and
oversight by regulatory authorities, such as the FDA or the EMA,
including decisions of such authorities regarding whether and when
to approve any drug, device or biological application that may be
filed for any product candidates as well as decisions regarding
labelling and other matters that could affect the availability or
commercial potential of any product candidates, the absence of a
guarantee that any product candidates, if approved, will be
commercially successful, the future approval and commercial success
of therapeutic alternatives, Sanofi’s ability to benefit from
external growth opportunities and to complete related transactions
and/or obtain regulatory clearances, risks associated with Sanofi’s
and Translate Bio’s intellectual property and any related pending
or future litigation and the ultimate outcome of such litigation,
trends in exchange rates and prevailing interest rates, volatile
economic and market conditions, cost containment initiatives and
subsequent changes thereto, and the impact that COVID-19 will have
on Sanofi and Translate Bio and their respective customers,
suppliers, vendors, and other business partners, and the financial
condition of any one of them, as well as on Sanofi’s and Translate
Bio’s employees and on the global economy as a whole. Any material
effect of COVID-19 on any of the foregoing could also adversely
impact Sanofi and Translate Bio. This situation is changing rapidly
and additional impacts may arise of which Sanofi and Translate Bio
are not currently aware and may exacerbate other previously
identified risks. While the list of factors presented here is
representative, no list should be considered a statement of all
potential risks, uncertainties or assumptions that could have a
material adverse effect on companies’ consolidated financial
condition or results of operations. The foregoing factors should be
read in conjunction with the risks and cautionary statements
discussed or identified in the public filings with the U.S.
Securities and Exchange Commission (the “SEC”) made by Sanofi and
Translate Bio and the public filings with the AMF made by Sanofi,
including those listed under “Risk Factors” and “Cautionary
Statement Regarding Forward-Looking Statements” in Sanofi’s annual
report on Form 20-F for the year ended December 31, 2020, and
Translate Bio’s annual report on Form 10-K for the year ended
December 31, 2020, quarterly reports on Form 10-Q and current
reports on Form 8-K filed with the SEC. The forward-looking
statements speak only as of the date hereof and, other than as
required by applicable law, Sanofi and Translate Bio do not
undertake any obligation to update or revise any forward-looking
information or statements.
Additional Information for US shareholdersThe
tender offer for the outstanding shares of Translate Bio common
stock referenced in this press release has not yet commenced. This
press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for the tender offer materials
that Sanofi and its acquisition subsidiary will file with the SEC,
upon the commencement of the tender offer. At the time the tender
offer is commenced, Sanofi and its acquisition subsidiary will file
a tender offer statement on Schedule TO and thereafter Translate
Bio will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the tender offer. THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. TRANSLATE BIO STOCKHOLDERS ARE URGED
TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS
EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF TRANSLATE BIO
SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SECURITIES. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as
well as the Solicitation/Recommendation Statement, will be made
available to all holders of Translate Bio stock at no expense to
them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC’s website at www.sec.gov. Additional copies may be
obtained for free by contacting Sanofi or Translate Bio. Copies of
the documents filed with the SEC by Translate Bio will be available
free of charge on Translate Bio’s internet website at
www.translate.bio or by contacting Translate Bio’s Investor
Relations Department at tdahlman@translate.bio. Copies of the
documents filed with the SEC by Sanofi will be available free of
charge on Sanofi’s internet website at
https://www.sanofi.com/en/investors or by contacting Sanofi’s
Investor Relations Department at investor.relations@sanofi.com.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Sanofi files annual and
special reports and other information with the SEC and Translate
Bio files annual, quarterly and special reports and other
information with the SEC. You may read and copy any reports or
other information filed by Sanofi and Translate Bio at the SEC
public reference room at 100 F. Street, N.E., Washington D.C.
20549. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference room. Sanofi’s and Translate
Bio’s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
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