Press Release: Statement from Sanofi regarding: rule 2.12 of the
takeover rules
THIS IS AN ANNOUNCEMENT FALLING UNDER
RULE 2.12 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES,
2022 (THE "TAKEOVER RULES").
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
DECEMBER 2, 2022
Statement from Sanofi regarding: rule 2.12 of
the takeover rules
Paris,
December 2,
2022. As required by Rule 2.12 of the Takeover
Rules, Sanofi S.A. (“Sanofi”) confirms that any offer for Horizon
Therapeutics plc, if made by Sanofi, will be solely in cash.
There is no certainty that any offer will be
made, nor as to the terms on which any such offer may be made, if
forthcoming.
About SanofiWe are an innovative global
healthcare company, driven by one purpose: we chase the miracles of
science to improve people’s lives. Our team, across some 100
countries, is dedicated to transforming the practice of medicine by
working to turn the impossible into the possible. We provide
potentially life-changing treatment options and life-saving vaccine
protection to millions of people globally, while putting
sustainability and social responsibility at the center of our
ambitions. Sanofi is listed on EURONEXT: SAN and NASDAQ: SNY
Media RelationsSandrine
Guendoul | + 33 6 25 09 14 25
| sandrine.guendoul@sanofi.comSally
Bain | + 1 617 834 6026
| sally.bain@sanofi.comNicolas
Obrist | + 33 6 77 21 27 55
| nicolas.obrist@sanofi.comVictor
Rouault | + 33 6 70 93 71 40
| victor.rouault@sanofi.com
Investor RelationsEva
Schaefer-Jansen | + 33 7 86 80 56 39
| eva.schaefer-jansen@sanofi.comFelix
Lauscher | + 1 908 612 7239 |
felix.lauscher@sanofi.com
Responsibility Statement and
Disclaimers
The directors of Sanofi accept responsibility
for the information contained in this announcement. To the best of
their knowledge and belief (having taken all reasonable care to
ensure such is the case), the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Centerview Partners UK LLP, which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom (“Centerview”), is acting exclusively as financial adviser
to Sanofi and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than Sanofi for providing the protections afforded to clients of
Centerview nor for providing advice in connection with the contents
of this announcement or any matter or arrangement referred to
herein. Neither Centerview nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Centerview in
connection with this announcement, any statement contained herein
or otherwise.
Goldman Sachs Bank Europe SE, Succursale de
Paris (“GSBE”), which is authorised and regulated by the European
Central Bank and the Federal Financial Supervisory Authority (Die
Bundesanstalt für Finanzdienstleistungsaufsicht) and Deutsche
Bundesbank in Germany, is acting exclusively for Sanofi and no-one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Sanofi for providing the protections afforded to clients of GSBE or
for providing advice in connection with the matters referred to in
this announcement. Neither GSBE nor its affiliates, nor their
respective partners, directors, officers, employees or agents are
responsible to anyone other than Sanofi for providing the
protections afforded to clients of GSBE or for providing advice in
connection with the matters referred to in this announcement.
Dealing Disclosure
Requirements
Under Rule 8.3(a) of the Takeover Rules, any
person who is "interested" (directly or indirectly) in 1% or more
of any class of "relevant securities" of an "offeree" or of any
securities exchange "offeror" (being any "offeror" other than an
"offeror" in respect of which it has been announced that its
"offer" is, or is likely to be, solely in cash) must make an
"opening position disclosure" following the commencement of the
"offer period" and, if later, following the announcement in which
any securities exchange "offeror" is first identified. An "opening
position disclosure" must contain details of the person's
"interests" and short positions in, and rights to subscribe for,
any "relevant securities" of each of (i) the "offeree" and (ii) any
securities exchange "offeror(s)". An "opening position disclosure"
by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 pm (US Eastern time) on the 10th "business day" following
the commencement of the "offer period" and, if appropriate, by no
later than 3.30 pm (US Eastern time) on the 10th "business day"
following the announcement in which any securities exchange
"offeror" is first identified. Relevant persons who deal in the
"relevant securities" of the "offeree" or of a securities exchange
"offeror" prior to the deadline for making an "opening position
disclosure" must instead make a "dealing" disclosure.
Under Rule 8.3(b) of the Takeover Rules, any
person who is, or becomes, "interested" in 1% or more of any class
of "relevant securities" of the "offeree" or of any securities
exchange "offeror" must make a "dealing" disclosure if the person
deals in any "relevant securities" of the "offeree" or of any
securities exchange "offeror". A "dealing" disclosure must contain
details of the dealing concerned and of the person's "interests"
and short positions in, and rights to subscribe for, any "relevant
securities" of each of (i) the "offeree" and (ii) any securities
exchange "offeror(s)". A "dealing disclosure" by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (US
Eastern time) on the "business day" following the date of the
relevant "dealing". A dealing disclosure must contain the details
specified in Rule 8.6(b) of the Takeover Rules, including details
of the dealing concerned and of the person's interests and short
positions in any ‘relevant securities’ of the "offeree" or of any
securities exchange "offeror".
If two or more persons co-operate on the basis
of any agreement, either express or tacit, either oral or written,
to acquire an "interest" in "relevant securities" of an "offeree"
or of any securities exchange "offeror", they will be deemed to be
a single person for the purpose of Rule 8.3 of the Takeover
Rules.
"Opening position disclosures" must also be made
by the "offeree" and by any "offeror" and "dealings" disclosures
must also be made by the "offeree", by any "offeror" and by any
persons "acting in concert" with any of them in the circumstances
set out in the Takeover Rules (see Rules 8.1, 8.2 and 8.4).
A disclosure table, giving details of the
companies in whose "relevant securities" opening position
disclosures and dealing disclosures should be made, can be found on
the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary,
when a person has long economic exposure, whether conditional or
absolute, to changes in the price of securities. In particular, a
person will be treated as having an "interest" by virtue of the
ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the
Takeover Rules, which can be found on the Irish Takeover Panel's
website.
If you are in any doubt as to whether or not you
are required to disclose an "opening position" or "dealing" under
Rule 8, please consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020.
No offer or solicitation
This announcement is not intended to, and does
not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether
pursuant to this announcement or otherwise.
The distribution of this announcement in
jurisdictions outside Ireland and the United States may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Publication on a website
In accordance with Rule 26.1 of the Takeover
Rules, a copy of this announcement will be available on Sanofi's
website at www.sanofi.com/rule26compliance by no later than 12 noon
(US Eastern time) on the business day following publication of this
announcement. The content of any website referred to in this
announcement is not incorporated into, and does not form part of,
this announcement.
Forward-Looking Statement
This announcement 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” and similar expressions. Although Sanofi’s
management 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, 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, the possibility that a transaction will not be
pursued and/or an offer will not be made, failure to obtain
necessary shareholder or regulatory approvals or required financing
or to satisfy any of the other conditions to a potential
transaction, adverse effects on the market price of our ordinary
shares and/or on our operating results for any reason, including,
without limitation, because of a failure to complete a transaction,
failure to realize the expected benefits of a transaction, negative
effects of an announcement or consummation or failure to consummate
a transaction on the market price of our ordinary shares,
significant transaction costs and/or unknown liabilities and
general economic and market conditions that affect the combined
companies following any transaction.
The risks and uncertainties also include the
uncertainties 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, 2021. Other than as required by applicable law,
Sanofi does not undertake any obligation to update or revise any
forward-looking information or statements.
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