Sanofi offers to acquire Kiadis for €308 mil­lion

November 2, 2020 at 1:00 AM EST

This is a joint press release by Sanofi (“Sanofi“) and Kiadis Pharma N.V. (“Kiadis“), pur­suant to the pro­vi­sions of Section 4, para­graphs 1 and 3, Section 5, para­graph 1 and Section 7, para­graph 4 of the Netherlands Decree in Public Takeover Bids (Besluit open­bare biedin­gen Wft) (the “Decree“) in con­nec­tion with the intend­ed pub­lic offer by Sanofi for all the issued and out­stand­ing ordi­nary shares in the cap­i­tal of Kiadis (the “Offer“). This announce­ment does not con­sti­tute an offer, or any solic­i­ta­tion of any offer, to buy or sub­scribe for any secu­ri­ties. Any offer will be made only by means of an offer mem­o­ran­dum (the “Offer Document“) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM“) and rec­og­nized by the Belgian Authority for the Financial Markets (Autoriteit voor Financiële Diensten en Markten) (the ”FSMA”). This announce­ment is not for release, pub­li­ca­tion or dis­tri­b­u­tion, in whole or in part, in or into, direct­ly or indi­rect­ly, the United States, Canada and Japan or in any oth­er juris­dic­tion in which such release, pub­li­ca­tion or dis­tri­b­u­tion would be unlaw­ful.

Sanofi offers to acquire Kiadis for €308 mil­lion

Transaction high­lights 

  • Kiadis and Sanofi have reached con­di­tion­al agree­ment on a rec­om­mend­ed all-cash pub­lic offer (the “Offer“) by Sanofi for Kiadis of EUR 5.45 in cash (cum div­i­dend) (the “Offer Price“) for each issued and out­stand­ing ordi­nary share in the cap­i­tal of Kiadis (the “Shares“) rep­re­sent­ing an aggre­gate adjust­ed equi­ty val­ue of EUR 308 mil­lion1
  • The Offer Price rep­re­sents a pre­mi­um of 272% over the clos­ing price on 30 October 2020, a pre­mi­um of approx­i­mate­ly 247% over the 30 trad­ing days VWAP and a pre­mi­um of approx­i­mate­ly 200% over the 90 trad­ing days VWAP
  • Kiadis’ pro­pri­etary next gen­er­a­tion NK-cell tech­nol­o­gy plat­form and pipeline com­ple­ments Sanofi’s exist­ing ther­a­peu­tic exper­tise
  • Sanofi’s infra­struc­ture and capa­bil­i­ties will be lever­aged to advance the devel­op­ment of Kiadis’ pipeline
  • Kiadis’ Boards unan­i­mous­ly sup­port and rec­om­mend the Offer and believe the Offer is a fair reflec­tion of the Kiadis’ poten­tial, giv­en the risk/reward typ­i­cal to a biotech com­pa­ny and the cap­i­tal required to exe­cute its busi­ness plan; addi­tion­al­ly they believe that the Transaction is in the best inter­ests of Kiadis, the sus­tain­able suc­cess of its busi­ness, its share­hold­ers, patients, employ­ees, busi­ness part­ners and oth­er stake­hold­ers
  • Funds man­aged by Life Sciences Partners have irrev­o­ca­bly com­mit­ted to Sanofi to sup­port the Offer and ten­der their 18.3%2 share­hold­ing in the Offer
  • The Offer is sub­ject to cer­tain cus­tom­ary con­di­tions, includ­ing obtain­ing required com­pe­ti­tion clear­ance, and is expect­ed to com­plete in the first half of 2021
  • Kiadis to hold con­fer­ence call for investors and ana­lysts at 13:00 CET today

       
Paris, France and Amsterdam, The Netherlands, 2 November 2020 – Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis Pharma N.V. (“Kiadis” or the “Company”) (Euronext Amsterdam and Brussels: KDS) today announce that they have entered into a defin­i­tive merg­er agree­ment under which Sanofi will offer to acquire all of the out­stand­ing ordi­nary shares of Kiadis at a price per Kiadis share of €5.45 in cash (272% pre­mi­um to the clos­ing price on 30 October 2020), rep­re­sent­ing an aggre­gate adjust­ed equi­ty val­ue of approx­i­mate­ly €308 mil­lion. The Kiadis Management Board and Supervisory Board unan­i­mous­ly approve the intend­ed trans­ac­tion and rec­om­mend the Offer to hold­ers of Kiadis’ Shares.

John Reed, M.D., Ph.D., Global Head of Research and Development of Sanofi, com­ment­ed, “We believe Kiadis’ ‘off the shelf’ K-NK cell tech­nol­o­gy plat­form will have broad appli­ca­tion against liq­uid and sol­id tumors, and cre­ate syn­er­gies with Sanofi’s emerg­ing immuno-oncol­o­gy pipeline, pro­vid­ing oppor­tu­ni­ties for us to pur­sue poten­tial best-in-dis­ease approach­es.”

Arthur Lahr, Chief Executive Officer of Kiadis, com­ment­ed, “Kiadis’ vision is to bring nov­el cell-based med­i­cines to peo­ple with life-threat­en­ing dis­eases, and this trans­ac­tion will help achieve that vision. After the dis­con­tin­u­a­tion of our lead prod­uct can­di­date and sub­se­quent reor­ga­ni­za­tion in 2019, we restart­ed Kiadis ear­ly in 2020 as an entire­ly new com­pa­ny focused sole­ly on the pro­pri­etary and dif­fer­en­ti­at­ed NK-cell plat­form that we obtained through the acqui­si­tion of CytoSen Therapeutics. Sanofi’s offer is a clear tes­ti­mo­ny to the unique­ness of our NK-cell plat­form and the rapid suc­cess of Kiadis’ trans­for­ma­tion. The Kiadis Boards unan­i­mous­ly believe that Sanofi has the resources and finan­cial strength to accel­er­ate devel­op­ment of our NK-cell prod­ucts, to the ben­e­fit of patients. We believe this trans­ac­tion rep­re­sents com­pelling val­ue to share­hold­ers and offers a fair reflec­tion of the poten­tial of our plat­form and pipeline, giv­en the risk/reward pro­file typ­i­cal to biotech and the cap­i­tal required to exe­cute our busi­ness plan. Finally, this trans­ac­tion will pro­vide excel­lent career oppor­tu­ni­ties for our employ­ees, who will be viewed by Sanofi as their inter­nal cell-ther­a­py experts.” 

Strategic ratio­nale
Innovative K-NK-cell Platform
Kiadis’ pro­pri­etary plat­form is based on allo­gene­ic or ‘off-the-shelf’ NK-cells from a healthy donor. NK-cells seek and iden­ti­fy malig­nant can­cer cells and have broad appli­ca­tion across var­i­ous tumor types. The plat­form has the poten­tial to make prod­ucts rapid­ly and eco­nom­i­cal­ly avail­able for a broad patient pop­u­la­tion across a wide range of indi­ca­tions.

Kiadis’ NK cell-based med­i­cines will be devel­oped alone and in com­bi­na­tion with Sanofi’s exist­ing plat­forms.

Complementary Strong Science to Generate First-in-Class Medicines and Strategic Fit Across Core Therapeutic Areas 
Sanofi’s research, devel­op­ment, man­u­fac­tur­ing and com­mer­cial exper­tise will be lever­aged to advance Kiadis’ pipeline, which includes NK-cell-based med­i­cines for the treat­ment of patients under­go­ing hematopoi­et­ic stem cell trans­plant, liq­uid and sol­id tumors, as well as infec­tious dis­ease.

In July 2020, Sanofi licensed Kiadis’ pre-clin­i­cal K-NK004 pro­gram for mul­ti­ple myelo­ma.

Kiadis’ pipeline of NK-cell ther­a­pies has the poten­tial to deliv­er adjunc­tive ther­a­py for patients under­go­ing hematopoi­et­ic stem cell trans­plan­ta­tion or who have acute myeloid leukemia (AML). 

  • K-NK002 is in a Phase 2 study eval­u­at­ing NK-cells to pre­vent post-trans­plant relapse in patients with AML and myelodys­plas­tic syn­dromes. The tri­al will be con­duct­ed in col­lab­o­ra­tion with pre­mier U.S. trans­plant cen­ters.
  • K-NK003 is in a Phase 1 study eval­u­at­ing NK-cells for patients with relapsed or refrac­to­ry AML.
  • KNK-ID-101 is a pro­gram eval­u­at­ing the prop­er­ties of K-NK cells and their suit­abil­i­ty to fight SARS-CoV-2 and the option to devel­op K-NK cells as a post-expo­sure pre-emp­tive ther­a­py for COVID-19 in high risk patients. Kiadis plans to ini­ti­ate a Phase 1/2a clin­i­cal tri­al eval­u­at­ing the use of K-NK cells to treat COVID-19 patients with gov­ern­ment grant fund­ing.

Accelerates the clin­i­cal devel­op­ment and broad­ens patient reach of cur­rent Kiadis pipeline
Subject to the com­ple­tion of the Offer, Sanofi will pro­vide the resources and capa­bil­i­ties nec­es­sary to accel­er­ate the devel­op­ment of cur­rent Kiadis pro­grams for the treat­ment of blood tumors, sol­id can­cers and infec­tious dis­eases, max­i­miz­ing their poten­tial to the ben­e­fit of patients.

Transaction details
The pro­posed trans­ac­tion envi­sions the acqui­si­tion of the Shares of Kiadis pur­suant to a rec­om­mend­ed pub­lic offer by Sanofi. The Offer Price rep­re­sents an implied equi­ty val­ue for 100% of Kiadis on a ful­ly dilut­ed basis of EUR 308 mil­lion.

The Offer Price, deliv­er­ing imme­di­ate, cer­tain and sig­nif­i­cant val­ue to Kiadis’ share­hold­ers, rep­re­sents the fol­low­ing pre­mi­ums:

  • a pre­mi­um of 272% to Kiadis’ clos­ing price on 30 October 2020 of EUR 1.464;
  • a pre­mi­um of 247% to Kiadis’ vol­ume-weight­ed aver­age price for the 30 trad­ing days up to and includ­ing 30 October 2020 of EUR 1.571; and
  • a pre­mi­um of 200% to Kiadis’ vol­ume-weight­ed aver­age price for the 90 trad­ing days up to and includ­ing 30 October 2020 of EUR 1.819.

Support and rec­om­men­da­tion by the Boards 
This announce­ment fol­lows con­struc­tive inter­ac­tions between the com­pa­nies. Kiadis’ Management Board and Supervisory Board (togeth­er, the “Boards“) have fre­quent­ly dis­cussed the devel­op­ments of the pro­posed trans­ac­tion and the key deci­sions in con­nec­tion there­with through­out the process. Consistent with their fidu­cia­ry respon­si­bil­i­ties, the Boards, with the sup­port of their finan­cial and legal advi­sors, have giv­en care­ful con­sid­er­a­tion to all aspects of the pro­posed trans­ac­tion. Having tak­en the inter­ests of all stake­hold­ers into account the Boards have unan­i­mous­ly con­clud­ed that the Offer is in the best inter­ests of Kiadis, the sus­tain­able suc­cess of its busi­ness, its share­hold­ers, employ­ees, patients, busi­ness part­ners and oth­er stake­hold­ers.

Accordingly, the Boards have decid­ed to ful­ly sup­port and rec­om­mend the Offer to the hold­ers of the Shares and to fur­ther­more rec­om­mend the hold­ers of the Shares to vote in favor of the res­o­lu­tions relat­ing to the Offer (the “Resolutions“) at the upcom­ing extra­or­di­nary gen­er­al meet­ing of Kiadis (the “EGM“) to be held dur­ing the offer peri­od. Furthermore, all mem­bers of the Boards who hold Shares for their own account have com­mit­ted to ten­der all those Shares into the Offer.

Acquisition of 100%
Sanofi’s will­ing­ness to pay the Offer Price and pur­sue the Offer is pred­i­cat­ed on the acqui­si­tion of 100% of the Shares or the entire­ty of Kiadis’ assets and oper­a­tions, the abil­i­ty to delist Kiadis, and the abil­i­ty to ful­ly inte­grate the respec­tive busi­ness­es of Kiadis and Sanofi and real­ize the oper­a­tional, com­mer­cial, orga­ni­za­tion­al, finan­cial and tax ben­e­fits of the com­bi­na­tion of the par­ties. Such ben­e­fits could not, or would only par­tial­ly, be achieved if Kiadis were to con­tin­ue as a stand­alone enti­ty with a minor­i­ty share­hold­er base. As soon as pos­si­ble fol­low­ing the set­tle­ment of the Offer, Kiadis and Sanofi shall seek to pro­cure delist­ing of the Shares on Euronext Amsterdam and Euronext Brussels.

If Sanofi acquires at least 95% of the Shares, Sanofi shall com­mence statu­to­ry squeeze-out pro­ceed­ings, unless Sanofi and Kiadis after rea­son­able con­sul­ta­tion, tak­ing into account the inter­ests of the remain­ing stake­hold­ers and oth­er rel­e­vant cir­cum­stances, agree that Sanofi can pur­sue the Post-Offer Restructuring (as defined below).

If the Shares held by Sanofi after expiry of the post accep­tance peri­od of the Offer will rep­re­sent at least 80% and less than 95% of Kiadis’ aggre­gate issued and out­stand­ing ordi­nary share cap­i­tal on a ful­ly dilut­ed basis or such low­er per­cent­age as may be agreed between Sanofi and Kiadis pri­or to set­tle­ment and the Offer being declared uncon­di­tion­al, Sanofi will have the right to pur­sue an asset sale and liq­ui­da­tion (the “Asset Sale“) where­by Kiadis will sell and trans­fer all of its assets and lia­bil­i­ties to Sanofi against pay­ment of a pur­chase price equal to the offer con­sid­er­a­tion (the “Sale Price”). Following the com­ple­tion of the Asset Sale, Kiadis will effec­tu­ate the dis­so­lu­tion and liq­ui­da­tion of Kiadis (the “Company Dissolution” and, togeth­er with the Asset Sale, the “Post-Offer Restructuring“) and make an advance liq­ui­da­tion dis­tri­b­u­tion per Share that is intend­ed to take place on or about the date the Asset Sale is com­plet­ed and in an amount that is to the fullest extent pos­si­ble equal to the Offer Price, with­out any inter­est and less any applic­a­ble with­hold­ing tax­es and oth­er tax­es. The Post-Offer Restructuring is sub­ject to Kiadis’ share­hold­ers’ approval at the EGM to be held pri­or to clos­ing of the offer peri­od.

Sanofi and Kiadis may explore and agree on poten­tial alter­na­tive Post-Offer Restructurings, such as a com­bi­na­tion of a statu­to­ry legal (tri­an­gu­lar) merg­er and a sale of the shares in the sur­viv­ing suc­ces­sor of Kiadis to Sanofi.

Sanofi may uti­lize all oth­er avail­able legal mea­sures in order to acquire full own­er­ship of Kiadis’ out­stand­ing Shares and/or its busi­ness in accor­dance with the terms of the Merger Agreement.

Fairness opin­ions

Moelis & Company LLC (“Moelis”), act­ing as exclu­sive finan­cial advi­sor to Kiadis, has issued a fair­ness opin­ion to the Boards as to the fair­ness, as of such date, and based upon and sub­ject to the fac­tors, assump­tions, qual­i­fi­ca­tions and oth­er mat­ters set forth in the fair­ness opin­ion, to the effect that each of the Offer Price and the Sale Price is fair to the hold­ers of Shares from a finan­cial point of view. The full text of such fair­ness opin­ion, which sets forth the assump­tions made, pro­ce­dures fol­lowed, mat­ters con­sid­ered and lim­i­ta­tions on the review under­tak­en in con­nec­tion with such opin­ion, will be includ­ed in the Boards’ posi­tion state­ment.

The sup­port and rec­om­men­da­tion of the Boards, and the oblig­a­tions of Sanofi in rela­tion there­to, are sub­ject to the terms and con­di­tions of the Merger Agreement.

Irrevocable under­tak­ing from Life Sciences Partners

Funds man­aged by Life Sciences Partners have com­mit­ted to ten­der approx­i­mate­ly 18.3%3 of the out­stand­ing Shares under the Offer, if and when made, and to vote in favor of the Resolutions. The irrev­o­ca­ble under­tak­ing con­tains cer­tain cus­tom­ary under­tak­ings and con­di­tions.

Certain funds
Sanofi intends to finance the Offer by uti­liz­ing avail­able cash resources.

Non-finan­cial covenants  
Kiadis and Sanofi have agreed to cer­tain non-finan­cial covenants in respect of, amongst oth­ers, cor­po­rate gov­er­nance, strat­e­gy, employ­ees, financ­ing and dis­pos­als for a dura­tion of 18 months after set­tle­ment of the Offer (the “Non-Financial Covenants“), includ­ing the covenants sum­ma­rized below.

Corporate gov­er­nance

It is envis­aged that upon com­ple­tion of the Offer the Supervisory Board of Kiadis will be com­posed of:

  • Three mem­bers to be iden­ti­fied by Sanofi pri­or to the launch of the Offer;
  • Two mem­bers qual­i­fy­ing as inde­pen­dent with­in the mean­ing of the Dutch Corporate Governance Code where­by these two mem­bers will be cur­rent mem­bers of the Supervisory Board to be iden­ti­fied pri­or to the launch of the Offer. The inde­pen­dent mem­bers will con­tin­ue to serve for at least one year from set­tle­ment of the Offer or, if lat­er, until the ear­li­est of (i) the date on which all Shares are held by Sanofi, (ii) the date on which Sanofi has irrev­o­ca­bly ini­ti­at­ed statu­to­ry buy-out pro­ceed­ings and the Offer Price is deemed to be the fair price (bil­lijke pri­js) pur­suant to sec­tion 2:359c(6) of the DCC, (iii) the date on which the Enterprise Chamber of the Amsterdam Court of Appeal has deter­mined the price payable by Sanofi to the oth­er share­hold­ers pur­suant to statu­to­ry buy-out pro­ceed­ings, and (iv) the date on which, fol­low­ing the Post-Offer Restructuring, the hold­ers of Shares have received the liq­ui­da­tion dis­tri­b­u­tion.

It is envis­aged that upon com­ple­tion of the Offer the Management Board of Kiadis will be com­posed of the mem­bers of Kiadis’ Management Board as per the date of the Merger Agreement and may be expand­ed with one addi­tion­al mem­ber to be iden­ti­fied by Sanofi pri­or to launch of the offer.

Organization / loca­tion

There will be R&D and CMC activ­i­ties at the Company’s offices in Amsterdam, the Netherlands.

Sanofi is focused on ensur­ing that the Company group’s key man­age­ment and key staff is retained and offered suit­able career oppor­tu­ni­ties.

Sanofi fos­ters a cul­ture of excel­lence, where qual­i­fied employ­ees are offered suit­able train­ing and career pro­gres­sion.

Employees

There will be no mate­r­i­al redun­dan­cies with respect to the Company group’s employ­ees as a direct con­se­quence of the Offer and nec­es­sary redun­dan­cies going for­ward will be part of an inte­gra­tion com­mit­tee process.

The exist­ing rights and ben­e­fits of the Company group’s employ­ees shall be respect­ed by Sanofi, includ­ing exist­ing rights and ben­e­fits under their indi­vid­ual employ­ment agree­ments and (at least) exist­ing redun­dan­cy prac­tices applied by the Company’s group.

Any redun­dan­cies that need to occur will be done in accor­dance with all legal require­ments.

The exist­ing pen­sion rights of the Company group’s cur­rent and for­mer employ­ees shall be respect­ed by Sanofi.

Following set­tle­ment of the Offer, the nom­i­na­tion, selec­tion and appoint­ment of staff for func­tions with­in Sanofi’s group’s NK activ­i­ties will, sub­ject to the applic­a­ble rules, be based on the “best per­son for the job” prin­ci­ple, or, where not fea­si­ble or appro­pri­ate, or non-dis­crim­i­na­to­ry, fair and busi­ness-ori­ent­ed trans­par­ent set of cri­te­ria.

Financing

It is intend­ed that the Company remains pru­dent­ly financed to safe­guard the con­ti­nu­ity of the busi­ness and to con­tin­ue the Company’s cur­rent busi­ness strat­e­gy includ­ing R&D and pipeline.

Sanofi will allo­cate suit­able resources for the Company’s R&D and CMC activ­i­ties.

Pre-Offer and Offer Conditions
The com­mence­ment of the Offer is sub­ject to the sat­is­fac­tion or waiv­er of pre-offer con­di­tions cus­tom­ary for a trans­ac­tion of this kind, includ­ing:

  • no mate­r­i­al adverse effect hav­ing occurred and is con­tin­u­ing;
  • no mate­r­i­al breach of the Merger Agreement hav­ing occurred;
  • the AFM hav­ing approved the offer doc­u­ment;
  • the FSMA hav­ing rec­og­nized the offer doc­u­ment;
  • no revo­ca­tion or amend­ment of the rec­om­men­da­tions by the Boards;
  • no Superior Offer (as defined below) hav­ing been agreed upon by the third-par­ty offer­or and Kiadis, or hav­ing been launched;
  • no third par­ty being oblig­ed and has announced to make, or has made a manda­to­ry offer pur­suant to Dutch law for con­sid­er­a­tion that is at least equal to the Offer Price;
  • no order, stay, injunc­tion, judg­ment or decree hav­ing been issued pro­hibit­ing or mate­ri­al­ly delay­ing the mak­ing of the Offer and/or the Post-Offer Restructuring;
  • no noti­fi­ca­tion hav­ing been received from the AFM stat­ing that the prepa­ra­tions for the Offer are in breach of the Dutch offer rules or that one or more invest­ment firms will not be allowed to coop­er­ate with the Offer; and
  • trad­ing in the Shares on Euronext Amsterdam or Euronext Brussels not hav­ing been sus­pend­ed or end­ed as a result of a list­ing mea­sure (noter­ings­maa­tregel) by Euronext Amsterdam or Euronext Brussels.

If and when made, the con­sum­ma­tion of the Offer will be sub­ject to the sat­is­fac­tion or waiv­er of offer con­di­tions cus­tom­ary for a trans­ac­tion of this kind, includ­ing:

  • min­i­mum accep­tance lev­el of at least 95% of Kiadis’ issued share cap­i­tal on a ful­ly dilut­ed basis which will be auto­mat­i­cal­ly adjust­ed to 80% of Kiadis’ issued share cap­i­tal on a ful­ly dilut­ed basis if the Resolutions in con­nec­tion with the Post-Offer Restructuring are passed at the EGM pro­vid­ed, how­ev­er, that Sanofi may waive, to the extent per­mit­ted by applic­a­ble laws and reg­u­la­tions, the min­i­mum accep­tance lev­el con­di­tions with­out the con­sent of Kiadis if the accep­tance lev­el is at least 66.67% of Kiadis’ issued share cap­i­tal on a ful­ly dilut­ed basis;
  • com­pe­ti­tion clear­ances hav­ing been obtained;
  • no mate­r­i­al breach of the Merger Agreement hav­ing occurred;
  • no mate­r­i­al adverse effect hav­ing occurred and is con­tin­u­ing;
  • no revo­ca­tion or amend­ment of the rec­om­men­da­tions by the Boards;
  • no rec­om­mend­ed Superior Offer (as defined below) hav­ing been agreed upon by the third-par­ty offer­or and Kiadis, or hav­ing been launched;
  • no third par­ty being oblig­ed and has announced to make, or has made a manda­to­ry offer pur­suant to Dutch law for con­sid­er­a­tion that is at least equal to the Offer Price;
  • no gov­ern­men­tal or court order hav­ing been issued pro­hibit­ing the con­sum­ma­tion of the trans­ac­tion or the Post-Offer Restructuring;
  • no noti­fi­ca­tion hav­ing been received from the AFM stat­ing that the prepa­ra­tions for the Offer are in breach of the Dutch offer rules or that one or more invest­ment firms will not be allowed to coop­er­ate with the Offer; and
  • trad­ing in the Shares on Euronext Amsterdam or Euronext Brussels not hav­ing been sus­pend­ed or end­ed as a result of a list­ing mea­sure (noter­ings­maa­tregel) by Euronext Amsterdam or Euronext Brussels.

The Offer Conditions will have to be sat­is­fied or waived ulti­mate­ly on 31 December 2021.

Termination
On ter­mi­na­tion of the Merger Agreement by Sanofi on account of a mate­r­i­al breach of the Merger Agreement by Kiadis or in case the Merger Agreement is ter­mi­nat­ed by either Kiadis or Sanofi pur­suant to a Superior Offer that is not matched by Sanofi (see below), Kiadis will for­feit a gross EUR 2,880,600 ter­mi­na­tion fee to Sanofi.

On ter­mi­na­tion of the Merger Agreement by Kiadis, because of a mate­r­i­al breach of the Merger Agreement by Sanofi, or because the com­pe­ti­tion clear­ance has not been obtained, Sanofi will for­feit a gross EUR 2,880,600 ter­mi­na­tion fee to Kiadis.

The fore­go­ing ter­mi­na­tion fees are with­out prej­u­dice to each party’s rights under the Merger Agreement to demand spe­cif­ic per­for­mance.

Superior Offer
Sanofi and Kiadis may ter­mi­nate the Merger Agreement in the event of a bona fide third-par­ty offer­or mak­ing an offer that the Boards deter­mine in good faith to be sub­stan­tial­ly more ben­e­fi­cial than Sanofi’s offer, also tak­ing into account, amongst oth­er things, all legal, finan­cial and reg­u­la­to­ry aspects, tim­ing, cer­tain­ty, con­di­tion­al­i­ty and non-finan­cial covenants, pro­vid­ed that (i) the offer exceeds the Offer Price by at least 8% and (ii) the third-par­ty offer­or has con­di­tion­al­ly com­mit­ted itself to Kiadis in the event of an offer, under cus­tom­ary con­di­tions to the Company to launch such offer with­in the applic­a­ble time peri­ods pre­scribed by applic­a­ble laws fol­low­ing announce­ment of such offer (a “Superior Offer”). In the event of a Superior Offer, Sanofi will be giv­en the oppor­tu­ni­ty to match such offer. If Sanofi match­es the Superior Offer, the third par­ty offer may not be accept­ed and the Merger Agreement may not be ter­mi­nat­ed by Kiadis. Any addi­tion­al sub­se­quent com­pet­ing offer will have a 4% offer thresh­old and match­ing right for Sanofi. As part of the agree­ment, Kiadis has entered into cus­tom­ary under­tak­ings not to solic­it third par­ty offers.

Indicative Timetable
Sanofi and Kiadis will seek to obtain all nec­es­sary com­pe­ti­tion clear­ances as soon as prac­ti­ca­ble. The com­bi­na­tion of Kiadis and Sanofi is not expect­ed to raise antitrust con­cerns.

Sanofi expects to sub­mit a request for review and approval of the Offer Document with the AFM at short notice and to pub­lish the Offer Document after approval and recog­ni­tion there­of by the FSMA, in accor­dance with the applic­a­ble statu­to­ry time­line.

Kiadis will hold the EGM at least ten busi­ness days pri­or to the clos­ing of the Offer peri­od to inform the share­hold­ers about the Offer and to adopt the Resolutions.

Based on the required steps and sub­ject to the nec­es­sary approval of the Offer Document, Kiadis and Sanofi antic­i­pate that the Offer will close in the first half of 2021.

Bridge Loan

Sanofi and Kiadis have agreed upon the prin­ci­pal terms of a bridge loan facil­i­ty in the aggre­gate amount of EUR 28 mil­lion to be pro­vid­ed by one of Sanofi’s whol­ly owned sub­sidiaries to Kiadis, to be entered into with­in five weeks from today.

Advisors
Moelis & Company is act­ing as finan­cial advi­sor and Allen and Overy LLP (Amsterdam) is act­ing as legal advi­sor to Kiadis. PJT Partners is act­ing as finan­cial advi­sor and NautaDutilh N.V. is act­ing as legal advi­sor to Sanofi.

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