This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO) is filed by (i) Vector Merger Sub, Inc., a Delaware corporation (Purchaser) and an indirect wholly owned subsidiary of Sanofi, a French société anonyme
(Parent), (ii) Parent, and (iii) Aventis Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent and direct parent of Purchaser (Aventis). 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 Translate Bio, Inc., a Delaware corporation (the Company), at a purchase price of $38.00 per
Share (the Offer Price) net to the seller in cash, without interest and subject to any withholding of taxes required by applicable legal requirements, on the terms and subject to the conditions set forth in the Offer to Purchase
dated August 16, 2021 (together with any amendments or supplements thereto, the Offer to Purchase) and in the accompanying Letter of Transmittal, which are annexed to and filed with this Schedule TO 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 August 2, 2021 (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 through 9 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 Translate Bio, Inc., a Delaware corporation. The Companys principal executive offices are located at 29 Hartwell Avenue, Lexington, Massachusetts
02421. The Companys telephone number is (647) 945-7361.
(b) This Schedule TO relates to the outstanding
Shares. The Company has advised Purchaser and Parent that, as of the close of business on August 9, 2021 (the most recent practicable date) 75,590,892 Shares were issued and outstanding.
(c) The information concerning the principal market, if any, in which the Shares are traded and certain high and low sales prices for Shares in the principal
market in which the Shares are traded are 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 and Aventis. 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), (x), (xii), (a)(2)(i) (iv), (vii) 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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