Hart-Scott-Rodino waiting period expires
for Sanofi's acquisition of Bioverativ
Paris - February 23, 2018 - Sanofi announced
today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), applicable to
Sanofi's proposed acquisition of Bioverativ Inc. ("Bioverativ",
NASDAQ: BIVV) has expired.
On February 7, 2018, Sanofi commenced a tender offer (the "Offer")
to purchase all outstanding shares of common stock of Bioverativ
(the "Shares") for $105 per share in cash, without interest thereon
and net of any required tax withholding. As a result of the
expiration of the waiting period under the HSR Act, the condition
to the Offer relating to antitrust approvals has been
satisfied.
The consummation of the Offer remains subject to various
conditions, including the tender of at least a majority of the
Shares outstanding immediately prior to the expiration of the
Offer, redelivery of a tax opinion delivered at signing, and other
customary conditions described in the Offer to Purchase filed by
Sanofi with the U.S. Securities and Exchange Commission (the "SEC")
on February 7, 2018.
The Offer is scheduled to expire one minute past 11:59 p.m., New
York City time, on Wednesday, March 7, 2018, unless the Offer is
extended in accordance with the Merger Agreement and the applicable
rules and regulations of the SEC. The Offer to Purchase, the
related Letter of Transmittal and certain other tender offer
documents, and the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by Bioverativ, are available to all holders of
shares of Bioverativ at no expense to them. The tender offer
materials are 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.
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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 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 Sanofi's 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
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 common stock. Sanofi and
its acquisition subsidiary have filed with the U.S. Securities and
Exchange Commission (the "SEC") a tender offer statement on
Schedule TO, and Bioverativ has filed a Solicitation/Recommendation
Statement on Schedule 14D-9, all with respect to the Offer (as
defined in those documents). HOLDERS OF SHARES OF BIOVERATIV
ARE URGED TO CAREFULLY READ THE RELEVANT TENDER OFFER MATERIALS
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND THE OTHER TENDER OFFER DOCUMENTS), AND THE
SOLICITATION/RECOMMENDATION STATEMENT, BECAUSE THEY 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 are available to all holders
of shares of Bioverativ at no expense to them. The tender
offer materials are 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. |