Later on July 23, 2021, Paul Weiss delivered an initial draft of the proposed Merger Agreement to Weil.
During the period beginning July 27, 2021 through July 30, 2021, Translate Bio and its advisors held a number of diligence calls with representatives of Sanofi and its advisors.
On July 27, 2021, Paul Weiss delivered an initial draft of the proposed support agreements to Weil, and Weil delivered a revised draft to Paul Weiss on July
29, 2021. On July 30, 2021, representatives of Paul Weiss and Baupost negotiated a confidentiality agreement between Translate Bio and Baupost, and, later that day, Translate Bio and Baupost executed the confidentiality agreement. Later that day,
Mr. Renaud informed representatives of Baupost that Translate Bio was considering a potential transaction with Sanofi and that, as a condition of entering into the transaction, Sanofi had requested that Baupost enter into a support agreement.
From July 30, 2021 through August 2, 2021, representatives of Ropes & Gray LLP, legal counsel to Baupost, Paul Weiss and Weil negotiated the terms of the support agreement.
On July 29, 2021, Weil delivered a revised draft of the Merger Agreement to Paul Weiss.
During the period from July 29, 2021 to August 2, 2021, Translate Bio, Sanofi and their legal counsel negotiated the terms of the Merger Agreement, including
the size of the termination fee that would be payable by Translate Bio under specified circumstances, the parties obligations to obtain required regulatory approvals, the representations and warranties, the interim operating restrictions and
the parties who would be required to enter into support agreements.
On August 1, 2021, the Board convened a meeting to discuss the status of the
negotiations. Representatives of Paul Weiss provided an overview of the terms of the draft Merger Agreement and Support Agreements.
On August 2, 2021,
the Board convened a meeting with members of Translate Bios senior management with representatives from Paul Weiss and Centerview in attendance. Representatives from Centerview reviewed with the Board Centerviews financial analysis of
the $38.00 per Share consideration to be paid in the Offer and the Merger (the Consideration), and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 2, 2021 that,
as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations, upon the review undertaken in preparing its opinion, the Consideration to be paid to the holders of
Shares (other than as specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (for a detailed discussion of Centerviews opinion, see Opinion of the Centerview Partners
LLC). Representatives of Paul Weiss then summarized the resolutions proposed to be adopted by the Board to approve the Transactions, and reviewed the Boards fiduciary duties under Delaware law in connection with a potential sale of
Translate Bio. The Board unanimously adopted resolutions (1) declaring that the Merger Agreement and the Transactions, including the Offer and the Merger, are advisable and fair to, and in the best interests of, Translate Bio and its stockholders,
(2) approving the execution, delivery and performance by Translate Bio of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, (3) determining to recommend that the stockholders of Translate Bio
tender their Shares to Purchaser pursuant to the Offer and (4) agreeing that the Merger be effected under Section 251(h) and other relevant provisions of the DGCL and consummated as soon as practicable following the consummation of the Offer.
Following the Board meeting, on August 2, 2021, Paul Weiss and Weil finalized the terms of the Merger Agreement. Later that evening, Translate Bio,
Sanofi and Purchaser executed and delivered the Merger Agreement, and Sanofi, Baupost and Mr. Renaud executed and delivered the Support Agreements.
Early
in the morning of August 3, 2021, Sanofi and Translate Bio each issued a joint press release announcing the execution of the Merger Agreement and the forthcoming commencement of the Offer to acquire all of the outstanding Shares at a price of $38.00
per Share in cash.
On August 16, 2021, Sanofi commenced the Offer and Translate Bio filed this Schedule 14D-9.
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