Paris, France and Ghent, Belgium – March 29, 2018 – Sanofi and Ablynx announced today that on April 4, 2018, Sanofi will commence the previously announced tender offers to acquire all of the outstanding shares (including shares represented by American Depositary Shares (“ADS”)), warrants and convertible bonds of Ablynx for:
The tender offers, which are being made pursuant to the Heads of Agreement, dated January 28, 2018 between Sanofi and Ablynx, will be comprised of two separate but concurrent tender offers: (i) a tender offer under the laws of Belgium for all of the outstanding shares, warrants and convertible bonds of Ablynx (the “Belgian Offer”) and (ii) a tender offer under the laws of the U.S. for all of the outstanding shares held by U.S. holders and ADSs held by holders, wherever located (the “U.S. Offer”).
With Ablynx’s innovative Nanobody® technology platform, Sanofi will continue to advance the strategic transformation of its Research and Development strategy, expanding its late-stage pipeline and strengthening its platform for growth in rare blood disorders. This acquisition builds on a successful existing partnership between Ablynx and Sanofi to develop and commercialize Nanobody-based therapeutics for the treatment of various immune-related inflammatory diseases.
Approval and publication of the tender offer documents and response by Ablynx’s board of directors
Belgian Offer
On March 27, 2018, the Belgian Financial Markets and Services Authority (“FSMA”) has approved Sanofi’s prospectus relating to the Belgian Offer (“Prospectus”) and the response memorandum of the board of directors of Ablynx (“Response Memorandum”).
As of April 3, 2018, an electronic version of the Prospectus and its summary shall be available on the websites of the Centralizing Receiving Agents (for BNP Paribas Fortis NV/SA, https://www.bnpparibasfortis.be/epargneretplacer (French and English) and https://www.bnpparibasfortis.be/sparenenbeleggen (Dutch and English); for KBC Securities NV/SA in cooperation with KBC Bank NV/SA,
https://www.kbcsecurities.com/prospectus-documents-overviews/prospectus-overview, https://www.kbc.be, https://www.cbc.be and https://www.bolero.be), Sanofi (https://www.sanofi.com/en/investors/tender-offers-ablynx and (http://www.ablynx.com/investors/sanofi-takeover-bid/).
The Prospectus is available in English and in Dutch. A French translation of the summary of the Prospectus and Forms is also available.
Hard copies of such documents are available free of charge (i) at the counters of the Centralizing Receiving Agents or (ii) by phoning the Centralizing Receiving Agents at +32 (0)2 433 41 13 (BNP Paribas Fortis NV/SA), +32 (0)78 15 21 53 (KBC Bank NV/SA, Dutch & English), +32 (0) 800 92 020 (CBC Banque NV/SA, French & English) or +32 32 83 29 81 (Bolero by KBC Securities NV/SA, Dutch, French & English).
The Response Memorandum will be appended to the Prospectus.
U.S. Offer
On April 4, 2018, Sanofi will file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO and Ablynx will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the U.S. Offer.
Initial acceptance period
The initial acceptance period of the tender offers will commence on April 4, 2018 and will expire at 5:00 p.m. ET / 11:00 p.m. CET on May 4, 2018, subject to extension.
During this initial acceptance period, security holders of Ablynx can tender their securities in the tender offers by following the instructions set out in the Prospectus or the Tender Offer Statement on Schedule TO, as applicable to them.
The tender offers are subject to customary conditions, including the tender of securities representing at least 75% of the outstanding shares of Ablynx at the end of the initial acceptance period of the tender offers.
