Sanofi Announces Withdrawal and Resubmission of HSR Pre-Merger Notification and Reporting Form, and Extension of its Tender Offer for Provention Bio, Inc. Shares
Paris, France – April 10, 2023 –
Sanofi today announces that it has withdrawn and resubmitted the pre-merger notification and reporting form required by
Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (Hart-Scott-Rodino Antitrust Improvement Act of 1976, hereinafter, the “HSR Act”), in connection with its proposed acquisition of Provention Bio, Inc. As announced on March 24, 2023, Sanofi has launched a tender offer to acquire all of the outstanding common shares of Provention Bio, Inc. (hereafter “the shares”) at a price of US$25.00 per share in cash, excluding interest and subject to any applicable law withholding taxes.
Sanofi has elected to withdraw the Notice and Report Form, originally submitted on March 24, 2023, to give the
Federal Trade Commission
(hereinafter the “FTC”) additional time to review the proposed merger. Following the resubmission of this document, the HSR waiting period will expire at 11:59 p.m. (New York time) on April 25, 2023. The transaction is expected to close in the second quarter of 2023.
The completion of the tender offer remains subject to various conditions, including the expiration or termination of the applicable waiting period under the HSR Act. Accordingly, Sanofi has decided to extend the period of its tender offer, which was originally scheduled to expire one minute after 11:59 p.m. New York time, past one minute. This period may be further extended, subject to the terms and provisions of the merger agreement and the applicable rules and regulations of the
Securities and Exchange Commission
(the “SEC”) of the United States. The extension of the offer in no way modifies the conditions attached to it.
The information agent for the tender offer is Innisfree M&A Incorporated. All requests for documents and questions should be directed to Innisfree M&A Incorporated, by telephone at (877) 800-5195 toll-free for shareholders or collect at (212) 750-5833 for banks and brokers.
About Sanofi
We are an innovative, global health company driven by one purpose: to pursue the miracles of science to improve people’s lives. Our teams, present in a hundred countries, are working to transform the practice of medicine to make the impossible possible. We provide therapeutic solutions that can change the lives of patients and vaccines that protect millions of people around the world, guided by the ambition of sustainable development and our social responsibility.
Sanofi is listed on EURONEXT: SAN and NASDAQ: SNY.
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Forward-looking statements
This communication contains forward-looking statements. These statements do not constitute historical facts and may include statements including projections and estimates on the commercialization and potential of a given product or on future revenues that may be derived therefrom, as well as the assumptions on which these based, statements relating to plans, objectives, intentions and expectations concerning financial results, events, operations, future services, product development and their potential or future performance. These forward-looking statements can often be identified by the words “expect”, “anticipate”, “believe”, “intend”, “estimate”, “plan”, “will”, as well as other similar terms. Although Sanofi’s management believes these forward-looking statements to be reasonable, investors are cautioned that they are subject to numerous risks and uncertainties, which are difficult to predict and generally beyond Sanofi’s control, which could cause results to and actual events realized differ materially from those expressed, implied or anticipated in the forward-looking information and statements. These risks and uncertainties include, but are not limited to, unexpected delays from regulatory or public authorities in general which may affect the availability or commercial potential of the product, the lack of guarantee that the product will be commercially successful and risks relating to the ability of Sanofi to complete the acquisition on the terms proposed, or according to the expected timetable, including those related to obtaining any required regulatory approval, the possibility that competing offers may be made, other risks associated with the realization of a business combination, such as the risk that the integration will not be successful, that it will be more difficult, time-consuming, or more costly than expected, or that the expected benefits of the acquisition will not be realized, as well as other risks related to Sanofi’s business, including uncertainties inherent in research and development, including future clinical data and analysis relating to the product, post-marketing pharmacovigilance, unexpected safety, quality or manufacturing issues , competition in general, risks associated with intellectual property, future litigation and their future outcome, instability of economic and market conditions, the impact that COVID-19 will have on Sanofi, its customers, suppliers and partners and their financial condition, as well as their employees and the global economy. These risk factors should be read in conjunction with those developed or identified in Sanofi’s public filings with the AMF and the SEC, including those listed under the “Risk Factors” and “Forward-Looking Statements” sections of this Sanofi’s 2022 Universal Registration Document, which was filed with the AMF as well as in the “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” sections of Sanofi’s 2022 Annual Report on Form 20-F, which has been filed with the SEC. Forward-looking statements speak as of the date hereof and Sanofi does not undertake to update any forward-looking information and statements, subject to applicable law.
Additional Information for US Shareholders
This press release does not constitute an offer to purchase or a solicitation of an offer to sell shares of Provention Bio, Inc. Sanofi and its acquisition subsidiary have filed the offer documents with the SEC through the form titled “Schedule TO”, and Provention Bio, Inc. has filed a solicitation/recommendation document (
solicitation / recommendation statement
) concerning the offer by means of the form entitled “Schedule 14D-9. IT IS STRONGLY RECOMMENDED TO SHAREHOLDERS OF PROVENTION BIO, INC. TO READ THE DOCUMENTS RELATING TO THE OFFER (INCLUDING THE OFFER TO PURCHASE, THE LETTER OF TRANSMISSION AND OTHER DOCUMENTS RELATING TO THE OFFER) AND THE SOLICITATION/RECOMMENDATION DOCUMENT AS THEY CONTAIN IMPORTANT INFORMATION TO BE CONSIDERED BEFORE MAKING ANY DECISION ON THE PROPOSED TRANSACTION. The offer to purchase, the letter of transmittal and certain other documents, as well as the solicitation/recommendation document, are made available free of charge to shareholders of Provention Bio, Inc. These documents may also be obtained free of charge at the website of the SEC at www.sec.gov. They may also be obtained, free of charge, by contacting Sanofi at [email protected] or on the Sanofi website at https://en.sanofi.com/investors or from Kristen Kelleher, Relations investors, at [email protected], or on the Provention Bio, Inc. website, www.proventionbio.com.
In addition to the offer to purchase, the letter of transmittal and certain other documents relating to the offer, as well as the solicitation/recommendation document, Sanofi files annual reports, special reports and other information with the SEC . Provention Bio., Inc. also files annual and quarterly reports, as well as special reports and other information with the SEC. Copies of such reports and information may be viewed in the SEC’s Public Document Room at 100 F. Street, NE, Washington DC 20549. For information on the hours of operation of this room, please call 1- 800-SEC-0330. Documents filed by Sanofi and Provention Bio, Inc. with the SEC are also made publicly available through the SEC’s Trade Documentation Services and on its website at www.sec.gov.
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