TBIO Telesis Bio Inc

As previously disclosed, on August 2, 2021, Translate Bio, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sanofi, a French société anonyme (“Parent”), and Vector Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”).

Pursuant to the Merger Agreement, on August 2, 2021, Purchaser commenced a tender offer to acquire all of the outstanding shares of common stock of the Company, $0.001 par value per share (the “Shares”), at a purchase price of $38.00 per Share in cash (the “Offer Price”), without interest and subject to any withholding of taxes required by applicable legal requirements, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 16, 2021 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).

On September 14, 2021, Parent announced that the offering period of the Offer had expired at one minute following 11:59 p.m., Eastern Time, on September 13, 2021 (the “Expiration Time”) and that as of such time, based on the information provided by the depositary for the Offer, 51,467,612 Shares were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time, representing approximately 72.89% of the outstanding Shares as of such time, which Shares were sufficient to have met the minimum condition of the Offer and to enable the Merger (as defined below) to occur under Delaware law without a vote of the Company’s stockholders. All conditions to the Offer having been satisfied, on September 14, 2021, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn prior to the Expiration Time, and will promptly pay for such Shares in accordance with the terms of the Offer.

Following the completion of the Offer, on September 14, 2021, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), Purchaser merged with and into the Company with the Company surviving as an indirect wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), Shares that were not purchased pursuant to the Offer (other than Shares (1) held by the Company (or in the Company’s treasury), Sanofi or any direct or indirect wholly owned subsidiary of Sanofi (other than Purchaser), or by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under Delaware law, or (2) irrevocably accepted for purchase in the Offer) were converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), without interest and subject to any withholding of taxes required by applicable legal requirements.

Pursuant to the Merger Agreement, each of the Company’s stock options (the “Company Options”) that was outstanding as of immediately prior to the Effective Time accelerated and became fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. As of the Effective Time, (1) each Company Option that was then outstanding and unexercised was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to the Company Option immediately prior to the Effective Time, multiplied by (ii) the excess (if any) of the Merger Consideration over the exercise price payable per Share under such Company Option, and (2) each of the Company’s restricted share units (“Company RSUs”) that was then outstanding was cancelled and converted into the right to receive cash in an amount equal to the number of Shares issuable in settlement of the Company RSU immediately prior to the Effective Time multiplied by the Merger Consideration.

The total consideration paid for the Shares in the Offer and the Merger was approximately $2,735,376,686.00 (before giving effect to payments received pursuant to the exercise of Company Options and RSUs). These amounts exclude fees and expenses related to the Offer and the Merger. Parent provided Purchaser with sufficient funds to purchase all Shares accepted for payment in the offering period of the Offer and all Shares purchased in the Merger.

The foregoing description of the Merger Agreement and the related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2021, and is incorporated herein by reference.

2