Update on the intended offer by Sanofi for Kiadis
This is a joint press release by Sanofi
("Sanofi") and Kiadis Pharma N.V.
("Kiadis"), pursuant to the provisions of Section
7, paragraph 1 sub a 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.
Update on the intended offer by Sanofi
for Kiadis
Paris, France and Amsterdam, The
Netherlands, 30 November 2020 – Sanofi (Euronext:
SAN and NYSE: SNY) and Kiadis Pharma N.V. (“Kiadis” or the
“Company”) (Euronext Amsterdam and Brussels:
KDS)
Reference is made to the joint press release by
Sanofi and Kiadis dated 2 November 2020 in respect of the Offer to
be made by Sanofi at an offer price of EUR 5.45 in cash per share
(cum dividend).
Pursuant to the provisions of Section 7,
paragraph 1 sub a of the Decree, requiring a public announcement
including a status update regarding an intended public offer within
four weeks following its announcement, Sanofi and Kiadis hereby
provide this joint update on the Offer.
Sanofi and Kiadis confirm that they are making
good progress on the preparations for the Offer. At the date of
this press release, Sanofi will submit a request for review and
approval of the offer document in relation to the Offer with the
Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten).
In addition, Sanofi and Kiadis confirm that the
process to obtain the required competition clearance for the Offer
is proceeding. Sanofi and Kiadis anticipate that the Offer will
close in the first half of 2021.
Dutch Translation/Nederlandse
vertaling
Parijs, Frankrijk en Amsterdam,
Nederland, 30 november 2020 – Sanofi (Euronext:
SAN en NYSE: SNY) en Kiadis Pharma N.V. (“Kiadis” of de
“Vennootschap”) (Euronext Amsterdam en Brussels: KDS)
Verwezen wordt naar het gezamenlijk persbericht
van Sanofi en Kiadis van 2 november 2020 met betrekking tot het
voorgenomen openbaar bod (het Bod) dat door Sanofi zal worden
uitgebracht tegen een biedprijs van EUR 5,45 in contanten (cum
dividend) per aandeel.
Ingevolge het bepaalde in artikel 7 lid 1 sub a
van het Besluit openbare biedingen Wft, waarin is bepaald dat
binnen vier weken na aankondiging van een voorgenomen openbaar bod
een openbare mededeling is vereist met daarin een update over dat
bod, verstrekken Sanofi en Kiadis hierbij deze gezamenlijk
voornoemde update met betrekking tot het Bod.
Sanofi en Kiadis bevestigen dat ze goede
voortgang boeken met de voorbereidingen van het Bod. Vandaag zal
Sanofi een verzoek tot beoordeling en goedkeuring van het
biedingsbericht indienen bij de Autoriteit Financiële Markten.
Verder bevestigen Sanofi en Kiadis dat het
proces om de benodigde toezichtrechtelijke goedkeuring te
verkrijgen voor het Bod vordert. Sanofi en Kiadis verwachten dat
het Bod zal worden afgerond in de eerste helft van 2021.
Dit is een samenvatting van het
Engelstalige persbericht. Bij eventuele verschillen is de tekst van
het Engelstalige persbericht altijd leidend.
For more information:
Kiadis: Maryann
Cimino, Sr. Manager, Corporate Affairs Tel: +1 (617) 710-7305
m.cimino@kiadis.comKiadis 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 |
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 Sanofi
Sanofi 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 7 paragraph 1 sub a 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.