- Expands Sanofi's presence in specialty care and strengthens
leadership in rare diseases
- Adds leader in the growing hemophilia market and provides
platform for expansion in other rare blood disorders
- Drives meaningful shareholder value with ROIC expected to exceed
cost of capital within three years
- Enhances Sanofi's sustainable revenue and earnings growth
- Provides immediate Business EPS accretion[1]
Paris, France and Waltham, Mass., Jan 22, 2018 - (ACN Newswire) -
Sanofi and Bioverativ Inc., a biopharmaceutical company focused on
therapies for hemophilia and other rare blood disorders, have
entered into a definitive agreement under which Sanofi will acquire
all of the outstanding shares of Bioverativ for $105 per share in
cash, representing an equity value of approximately $11.6 billion
(on a fully diluted basis). The transaction was unanimously
approved by both the Sanofi and Bioverativ Boards of Directors.
"With Bioverativ, a leader in the growing hemophilia market, Sanofi
enhances its presence in specialty care and leadership in rare
diseases, in line with its 2020 Roadmap, and creates a platform for
growth in other rare blood disorders. Together, we have a great
opportunity to bring innovative medicines to patients worldwide,
building on Bioverativ's success in driving new standards of care
with its extended half-life factor replacement therapies,"
commented Olivier Brandicourt, Sanofi's Chief Executive Officer.
"Combined, we will continue to leverage our scientific know-how,
disciplined focus and development expertise that best position us
to drive value for our shareholders and create breakthrough
treatments for patients."
Bioverativ Chief Executive Officer, John Cox, noted, "Bioverativ
was created to bring meaningful progress to people living with
hemophilia and other rare blood disorders, and I am extremely proud
of the accomplishments we've made toward that mission over the past
year. We have expanded upon the success of Eloctate and Alprolix,
which are making a difference in the lives of people with
hemophilia every day, and built a pipeline of novel programs for
people with rare blood disorders. Sanofi brings proven capabilities
and a global infrastructure, which we believe will help to more
rapidly expand access to our medicines globally and further our
mission of transforming the lives of people with rare blood
disorders. Our Chairman, Brian Posner, our entire Board and I
strongly believed our spin-off would create meaningful value for
shareholders, and this transaction delivers tremendous value for
the shareholders who have invested in and supported our
mission."
Creating a Leading Hemophilia Portfolio
With approximately $10 billion in annual sales and 181,000[2]
people affected worldwide, hemophilia represents the largest market
for rare diseases and is expected to grow above 7%[3] per year
through 2022. Treatment options for patients are shaped by shifting
standards of care worldwide and include prophylaxis and extended
half-life products, and the development and adoption of innovative
therapies.
Bioverativ's extended half-life therapies, Eloctate(R)
[Antihemophilic Factor VIII (Recombinant), Fc Fusion Protein] and
Alprolix(R) [Coagulation Factor IX (Recombinant), Fc Fusion
Protein] for the treatment of hemophilia A and B, respectively,
represented the first major advancements in the hemophilia market
in nearly two decades when launched. In 2016, Bioverativ generated
$847 million in sales and $41 million in royalties.
Bioverativ currently markets the two products in the United States,
Japan, Canada and Australia, and plans to expand into additional
geographies. The therapies are also commercialized in the European
Union and other countries under a collaboration agreement.
Sanofi believes factor replacement therapy will remain the standard
of care in hemophilia for many years due to excellent safety and
its increasingly superior long-acting profile. Sanofi will be able
to leverage Bioverativ's clinical expertise and existing commercial
platform to advance fitusiran, an investigational RNA interference
(RNAi) therapeutic for hemophilia A and B, with or without
inhibitors. Sanofi recently announced a restructuring of its rare
disease alliance with Alnylam Pharmaceuticals, with Sanofi
obtaining global development and commercialization rights to
fitusiran.
Strengthening Sanofi's Specialty Care Portfolio
One of the priorities of Sanofi's 2020 roadmap is to "Reshape the
Portfolio" and focus on areas where the company currently has, or
can effectively build, a leadership position. The addition of
Bioverativ supports this priority by adding to our portfolio a
differentiated offering of innovative therapies and providing a
platform for growth in rare blood disorders, which will expand our
presence in specialty care, further strengthen our leadership
position in rare diseases and meet the needs of the patient
community.
Beyond its two marketed products, Bioverativ's pipeline includes a
program in Phase 3 testing for cold agglutinin disease, and early
stage research programs and collaborations in hemophilia, and other
rare blood disorders, including sickle cell disease and beta
thalassemia. Sanofi's R&D organization will support Bioverativ
in bringing these important therapies to patients faster.
Furthermore, Sanofi's global presence, proven expertise and success
in launching specialty medicines, and established footprint in key
emerging markets will help Bioverativ fully capitalize on growth
opportunities for Bioverativ's current and future products.
Delivering Shareholder Value
The addition of Bioverativ is expected to drive meaningful value
for Sanofi's shareholders, with strong cash flows from Bioverativ's
growing products expected to increase Sanofi's financial and
operational scale. The acquisition is expected to be immediately
accretive to Sanofi's Business EPS in FY2018 and up to 5% accretive
in FY2019. Sanofi is also projected to achieve ROIC in excess of
cost of capital within three years. Sanofi expects to preserve its
strong credit rating.
Transaction Terms
Under the terms of the merger agreement, Sanofi will commence a
tender offer to acquire all of the outstanding shares of Bioverativ
common stock at a price of $105 per share in cash. The $105 per
share acquisition price represents a 64 percent premium to
Bioverativ's closing price on January 19, 2018.
The consummation of the tender offer is subject to various
conditions, including the tender of at least a majority of the
outstanding Bioverativ shares, redelivery of a tax opinion
delivered at signing, the expiration or termination of the waiting
period under the Hart Scott Rodino Antitrust Improvements Act and
receipt of certain other regulatory approvals, and other customary
conditions. Following the successful completion of the tender
offer, a wholly owned subsidiary of Sanofi will merge with
Bioverativ and the outstanding Bioverativ shares not tendered in
the tender offer will be converted into the right to receive the
same $105 per share in cash paid in the tender offer. The tender
offer is expected to commence in February 2018.
Sanofi plans to finance the transaction with a combination of cash
on hand and through new debt to be raised. The tender offer is not
subject to any financing condition. Subject to the satisfaction or
waiver of customary closing conditions, the transaction is expected
to close within three months.
Lazard is acting as exclusive financial advisor to Sanofi.
Guggenheim Securities and J.P. Morgan Securities LLC are acting as
financial advisors to Bioverativ. Weil, Gotshal & Manges LLP is
serving as legal counsel to Sanofi. Paul, Weiss, Rifkind, Wharton
& Garrison LLP is serving as legal counsel to Bioverativ.
Conference Call
Sanofi will host a webcast live on Sanofi's website at 2:00 pm
CET/8:00 am EST on Monday, January 22, 2018. The webcast details
and full presentation will be made available on Sanofi's Investor
Relations webpage.
About Sanofi
Sanofi 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, Empowering Life
About Bioverativ
Bioverativ (NASDAQ: BIVV) is a global biopharmaceutical company
dedicated to transforming the lives of people with hemophilia and
other rare blood disorders through world-class research,
development and commercialization of innovative therapies. Launched
in 2017 following separation from Biogen Inc., Bioverativ builds
upon a strong heritage of scientific innovation and is committed to
actively working with the blood disorders community. The company's
mission is to create progress for patients where they need it most
and its hemophilia therapies when launched represented the first
major advancements in hemophilia treatment in more than two
decades. For more information, visit www.Bioverativ.com or follow
@Bioverativ on Twitter.
Sanofi contacts
Media Relations
Jack Cox
Tel.: +33 (0)1 53 77 46 46
mr@sanofi.com
Investor Relations
George Grofik
Tel.: +33 (0)1 53 77 45 45
ir@sanofi.com
Bioverativ contacts
Media Relations
Tracy Vineis
Tel.: +1 781-663-4350
media@Bioverativ.com
Investor Relations
Samuel Chase
Tel.: +1 781-663-4360
IR@Bioverativ.com
Forward-Looking Statements
This communication contains forward-looking statements.
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
Bioverativ'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 Bioverativ, 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 Bioverativ'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 Bioverativ
respective businesses, including the ability to grow sales and
revenues from existing products and to develop, commercialize or
market new products, competition, including potential generic
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, risks
associated with intellectual property, including the ability to
protect intellectual property and defend patents, future
litigation, the future approval and commercial success of
therapeutic alternatives, and volatile economic conditions. 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 SEC and 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, 2016, and the
current reports on Form 8-K, quarterly reports on Form 10-Q and
annual reports on Form 10-K filed by Bioverativ with the SEC. The
forward-looking statements speak only as of the date hereof and,
other than as required by applicable law, Sanofi and Bioverativ do
not undertake any obligation to update or revise any
forward-looking information or statements.
Additional Information and Where to Find It
The tender offer for the outstanding shares of Bioverativ common
stock ("Bioverativ") referenced in this communication has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell shares of Bioverativ, nor is it a substitute for the tender
offer materials that Sanofi and its acquisition subsidiary will
file with the U.S. Securities and Exchange Commission (the "SEC")
upon commencement of the tender offer. At the time the tender offer
is commenced, Sanofi and its acquisition subsidiary will file
tender offer materials on Schedule TO, and Bioverativ 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 will contain important
information. HOLDERS OF SHARES OF BIOVERATIV ARE URGED TO READ
THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT BIOVERATIV STOCKHOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES. 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 shares of BIOVERATIV at no expense to them. The
tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC's web site at
www.sec.gov. Additional copies may be obtained for free by
contacting Sanofi at ir@sanofi.com or on Sanofi's website at
https://en.sanofi.com/investors.
[1] Business EPS is a non-GAAP financial measure (see appendix to
Sanofi quarterly financial release for definitions)
[2] Source: WFH 2016, MRB 2016, ATHN 2016, Evaluate Pharma
Note that the total estimated population with hemophilia is larger
at 400,000 estimated patients versus 181,000 identified
patients
[3] Source: WFH 2016, MRB 2016, ATHN 2016, Evaluate Pharma
Press release: http://hugin.info/152918/R/2162706/831926.pdf
Source: Sanofi
Copyright 2018 ACN Newswire . All rights reserved.
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