Sanofi announced today the successful completion of its acquisition of Principia Biopharma Inc (“Principia”) for $100 per share in cash.
“The Principia acquisition further strengthens our core areas of autoimmune and allergic diseases, giving us full control of tolebrutinib (SAR442168), as well as additional BTK inhibitors to further develop,” said Paul Hudson, Sanofi Chief Executive Officer. “The Principia integration into Sanofi augments our small molecule research capabilities as we look to maintain leadership in the discovery and development of oral medicines for serious illnesses.”
The tender offer for all of the outstanding shares of Principia common stock expired as scheduled at one minute after 11:59 pm, Eastern Time, on Friday, September 25, 2020.
The minimum tender condition and all of the other conditions to the offer have been satisfied and on September 28, 2020, Sanofi and its wholly-owned subsidiary Kortex Acquisition Corp. (“Purchaser”) accepted for payment and will promptly pay for all shares validly tendered and not validly withdrawn.
Following its acceptance of the tendered shares, Sanofi completed its acquisition of Principia through the merger of Purchaser with and into Principia, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Principia continuing as the surviving corporation and becoming an indirect, wholly-owned subsidiary of Sanofi.
In connection with the merger, all Principia shares not validly tendered in the tender offer have been converted into the right to receive the same $100 per share in cash, without interest thereon and net of any applicable withholding taxes, that would have been paid had such shares been validly tendered in the tender offer. Principia common stock will cease to be traded on the NASDAQ Global Select Stock Market.
Evercore acted as financial advisor to Sanofi and Weil, Gotshal & Manges LLP acted as its legal counsel. Centerview Partners LLC and BofA Securities, Inc. acted as financial advisors to Principia and Cooley LLP acted as its legal counsel.
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