Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on December 7, 2019, Synthorx, Inc., a Delaware corporation (“Synthorx” or the “Company”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Sanofi, a French société anonyme (“Parent”), and Thunder Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent
(“Purchaser”). Aventis Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Aventis”) is the direct parent of Purchaser.
Pursuant to the Merger Agreement, on December 23, 2019, 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 $68.00 per Share in cash (the “Offer Price”), without interest thereon and net of any applicable withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 23, 2019 (as amended or supplemented from time to time, 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 January 23, 2020, Parent announced that the offering
period of the Offer had expired at one minute past 11:59 p.m., Eastern Time, on January 22, 2020 (the “Expiration Time”) and that as of such time, based on the information provided by the depositary for the Offer, 27,443,994 Shares
(not including 1,135,448 Shares tendered by notice of guaranteed delivery for which Shares have not yet been delivered in satisfaction of such guarantee) were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration
Time, representing approximately 83.7% 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having been satisfied, on January 23, 2020, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn prior to the Expiration Time, and will promptly pay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 January 23, 2020, 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 (the “Merger”), with the Company continuing as the
surviving corporation (the “Surviving Corporation”) and an indirect wholly owned subsidiary of Parent. In the Merger, Shares that were not purchased pursuant to the Offer (other than (i) Shares owned by Purchaser, Parent or any other
direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time (as defined below), (ii) Shares owned by the Company (or held in the Company’s treasury) or (iii) Shares held by any stockholder that is entitled
to demand appraisal and who has properly exercised and perfected a demand for appraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively
withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) were converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”),
without any interest thereon and net of any applicable withholding taxes.
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 of the Merger (the “Effective Time”) accelerated and became fully vested and exercisable effective immediately prior to, and contingent upon,
the Effective Time and has been cancelled and converted into the right to receive cash in an amount, net of any applicable withholding taxes, equal to the product of (i) the total number of Shares subject to such vested Company Option
immediately prior to the Effective Time (taking into account any acceleration of vesting), multiplied by (ii) the excess of (x) the Merger Consideration over (y) the exercise price payable per Share underlying such Company Option.
Pursuant to the Merger Agreement, each of the Company’s restricted stock units (the “RSUs”) that was outstanding as of immediately prior
to the Effective Time, whether vested or unvested, has been cancelled and converted into the right to receive cash in an amount, net of any applicable withholding taxes, equal to the product of (i) the total number of Shares issuable in
settlement of such RSU immediately prior to the Effective Time without regard to vesting multiplied by (ii) the Merger Consideration for each Share issuable in settlement of such RSU immediately prior to the Effective Time.
The total consideration paid for the Shares in the Offer and the Merger was approximately $2.48 billion. 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 December 9, 2019, and is incorporated herein by reference.
