Sanofi offers to acquire Kiadis for €308 million
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
rationaleInnovative K-NK-cell
PlatformKiadis’ 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 pipelineSubject
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 detailsThe 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 fundsSanofi 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
ConditionsThe 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.
TerminationOn 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 OfferSanofi 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 TimetableSanofi 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.
AdvisorsMoelis & 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.
For more information:
Kiadis: Maryann
Cimino, Sr. Manager, Corporate Affairs Tel: +1 (617) 710-7305
m.cimino@kiadis.com Kiadis Media Relations
ContactsLifeSpring Life Sciences
Communication: Leon Melens (Amsterdam) Tel: +31 538 16 427
lmelens@lifespring.nl Optimum Strategic
Communications: Mary Clark, Supriya Mathur Tel: +44 203
950 9144 kiadis@optimumcomms.com |
Sanofi: Sanofi Media
Relations Contact Ashleigh Koss Tel.: +1 (908) 205-2572
ashleigh.koss@sanofi.com Sanofi Investor Relations Contacts
Paris Eva Schaefer-Jansen Arnaud DelepineYvonne Naughton
Sanofi Investor Relations Contacts North America
Felix LauscherFara BerkowitzSuzanne Greco IR main line:Tel.: +33
(0)1 53 77 45 45 ir@sanofi.com |
Kiadis Conference Call The
Kiadis management will host a conference call for analysts and
investors today, Monday, November 2nd at 13:00 CET / 12:00pm GMT /
9:00am EST. To participate in the conference call, ten minutes
prior to the call start time, please call one of the following
numbers, enter the Conference ID stated below, and leave any
information requested after the tone:
Standard International Dial-in Number: +44 (0) 2071
928338Netherlands, Amsterdam: +31 (0) 207956614UK, London: +44 (0)
8444819752Toll free US Dial-in Number: 1 877 870 9135Conference ID:
4744279
Live webcast: A live audio webcast of the call
can be accessed from the Events section of the Company’s website,
https://www.kiadis.com/news-and-events/events/.
Dutch TranslationFor a full Dutch translation of
this press release please visit
https://ir.kiadis.com/press-releases and click on the title of this
release.
About Kiadis Founded in 1997,
Kiadis is committed to developing innovative cell-based medicines
for patients with life-threatening diseases. With headquarters in
Amsterdam, The Netherlands, and offices and activities across the
United States, Kiadis is reimagining medicine by leveraging the
natural strengths of humanity and our collective immune system to
source the best cells for life.
Kiadis is listed on the regulated market of
Euronext Amsterdam and Euronext Brussels since July 2, 2015, under
the symbol KDS. Learn more at www.Kiadis.com.
About SanofiSanofi is dedicated
to supporting people through their health challenges. It is a
global biopharmaceutical company focused on human health. Sanofi
prevents illness with vaccines and provides innovative treatments
to fight pain and ease suffering. Sanofi stands 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
Disclaimer This is a joint
public announcement by Kiadis and Sanofi pursuant to section 4
paragraphs 1 and 3, section 5 paragraph 1 and Section 7 paragraph 4
of the Decree and contains inside information within the meaning of
Article 7(1) of the EU Market Abuse Regulation.
The information in the press release is not
intended to be complete. This announcement is for information
purposes only and does not constitute an offer, or any solicitation
of any offer, to buy or subscribe for any securities.
The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, Sanofi and Kiadis disclaim any
responsibility or liability for the violation of any such
restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither Sanofi, nor Kiadis, nor any of their
advisors assumes any responsibility for any violation by any of
these restrictions. Any Kiadis shareholder who is in any doubt as
to his or her position should consult an appropriate professional
advisor without delay.
Kiadis Forward-Looking
Statements
Certain statements, beliefs and opinions in this
press release are forward-looking, which reflect Kiadis’ or, as
appropriate, Kiadis’ officers’ current expectations and projections
about future events. By their nature, forward-looking statements
involve a number of known and unknown risks, uncertainties and
assumptions that could cause actual results, performance,
achievements or events to differ materially from those expressed,
anticipated or implied by the forward-looking statements. These
risks, uncertainties and assumptions could adversely affect the
outcome and financial effects of the plans and events described
herein. A multitude of factors including, but not limited to,
changes in demand, regulation, competition and technology, can
cause actual events, performance, achievements or results to differ
significantly from any anticipated or implied development.
Forward-looking statements contained in this press release
regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. As a result, Kiadis expressly disclaims any obligation or
undertaking to release any update or revisions to any
forward-looking statements in this press release as a result of any
change in expectations or projections, or any change in events,
conditions, assumptions or circumstances on which these
forward-looking statements are based. Neither Kiadis nor its
advisers or representatives nor any of its subsidiary undertakings
or any such person’s officers or employees guarantees that the
assumptions underlying such forward-looking statements are free
from errors nor does either accept any responsibility for the
future accuracy of the forward-looking statements contained in this
press release or the actual occurrence of the anticipated or
implied developments. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
press release.
Sanofi Forward-Looking
Statements
This press release 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. These statements 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, risks related to Sanofi’s ability to complete
the acquisition on the proposed terms or on the proposed timeline,
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, the uncertainties
inherent in research and development, future clinical data and
analysis, including post marketing, decisions by regulatory
authorities, such as the FDA or the EMA, regarding whether and when
to approve any drug, device or biological application that may be
filed for any such product candidates as well as their decisions
regarding labelling and other matters that could affect the
availability or commercial potential of such product candidates,
the fact that product candidates if approved may not be
commercially successful, the future approval and commercial success
of therapeutic alternatives, Sanofi’s ability to benefit from
external growth opportunities, to complete related transactions
and/or obtain regulatory clearances, risks associated with
intellectual property and any related pending or future litigation
and the ultimate outcome of such litigation, trends in exchange
rates and prevailing interest rates, volatile economic and market
conditions, cost containment initiatives and subsequent changes
thereto, and the impact that COVID-19 will have on us, our
customers, suppliers, vendors, and other business partners, and the
financial condition of any one of them, as well as on our employees
and on the global economy as a whole. Any material effect of
COVID-19 on any of the foregoing could also adversely impact us.
This situation is changing rapidly and additional impacts may arise
of which we are not currently aware and may exacerbate other
previously identified risks. 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, 2019. Other than as required by
applicable law, Sanofi does not undertake any obligation to update
or revise any forward-looking information or statements.
1 Adjusted for the value of warrants which may be exercised in
shares or paid in cash based on Black Scholes value as of the day
immediately following the public announcement of the change of
control
2 Percentage shareholding based on the amount of Shares held by
the funds managed by Life Sciences Partners and the issued capital
of the Company on the date hereof
3 Percentage shareholding based on the amount of Shares held by
the funds managed by Life Sciences Partners and the issued capital
of the Company on the date hereof