GHENT, Belgium, 17 May 2018 - Ablynx [Euronext Brussels and Nasdaq: ABLX] today
announced, in conformity with Title II of the Law of 2 May 2007 and the Royal
Decree of 14 February 2008, that an additional 2,594,841 common shares have been
issued by the Company in exchange for €32,180,164.61 as the result of the
exercise of warrants.
As a result of this transaction, Ablynx now has a share capital of
€145,809,248.33 represented by a total number of 78,001,392 shares, conferring a
total number of 78,001,392 voting rights.
Following the exercise of warrants, there are no more outstanding rights
(warrants) to subscribe for not yet issued securities conferring voting rights.
The current total number of outstanding convertible bonds is 983, which, on the
basis of the current conversion price of €12.6631, are convertible into
7,761,768 new shares, conferring a total number of 7,761,768 voting rights.
About AblynxAblynx is a biopharmaceutical company engaged in the development of Nanobodies,
proprietary therapeutic proteins based on single-domain antibody fragments,
which combine the advantages of conventional antibody drugs with some of the
features of small-molecule drugs. Ablynx is dedicated to creating new medicines
which will make a real difference to society. Today, the Company has more than
45 proprietary and partnered programmes in development in various therapeutic
areas including inflammation, haematology, immuno-oncology, oncology and
respiratory disease. The Company has collaborations with multiple pharmaceutical
companies including AbbVie; Boehringer Ingelheim; Eddingpharm; Merck & Co.,
Inc., Kenilworth, New Jersey, USA; Merck KGaA; Novo Nordisk; Sanofi and Taisho
Pharmaceuticals. The Company is headquartered in Ghent, Belgium. More
information can be found on www.ablynx.com.
On 29 January 2018, Sanofi made an offer to acquire all of Ablynx's outstanding
ordinary shares (including shares represented by American Depository Shares
(ADSs), warrants and convertible bonds (collectively with the outstanding
ordinary shares, the "Securities")) at a price of €45 per share, which
represents an aggregate equity value of approximately €3.9 billion. The proposed
transaction was unanimously approved by both the Sanofi and Ablynx Board of
Directors. The offer is 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" and
together with the Belgian Offer, the "Offers"). The initial acceptance period of
the tender offers commenced on 4 April 2018 and expired at 5:00 p.m. ET / 11:00
p.m. CET on 4 May 2018.
Sanofi confirmed on 14 May 2018 that, as of the expiration of the initial
acceptance period, a total of 71,972,994 shares (including 7,446,312 shares
represented by ADSs), 2,594,841 warrants and 975 convertible bonds had been
validly tendered into the Offers and not withdrawn. Sanofi will own 95.60% of
the outstanding shares of Ablynx on the settlement date of the Offers, of which
more than 90% were acquired through the Offers. Sanofi further confirmed that
the Minimum Tender Condition and the other conditions to the Offers have been
Sanofi has decided to proceed with a squeeze-out of those Securities not
tendered to the Offers in accordance with applicable Belgian and U.S. law. In
this regard, Sanofi will reopen the Offers and commence the squeeze-out period
on May 22, 2018, to acquire those Securities not previously tendered into the
Offers. The squeeze-out period will expire on June 12, 2018 at 5.00 p.m.New
York City time / 11.00 p.m. CEST time.
Please see below for more information on the tender offers.
For more information, please contact
Dr Edwin Moses
t: +32 (0)9 262 00 07
m: +32 (0)473 39 50 68
Director Investor Relations
t: +32 (0)9 262 01 37
m: +32 (0)498 05 35 79
Ablynx media relations:
Consilium Strategic CommunicationsMary-Jane Elliott, Philippa Gardner, Sukaina Virji
t: +44 (0)20 3709 5700
Joele Frank, Wilkinson Brimmer KatcherDan Katcher or Joseph Sala
t: +1 212 355-4449
Additional information on the Belgian Offer
An electronic version of the prospectus (including the forms) can be found on
the websites of the Receiving & Paying 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,
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
https://www.sanofi.com/fr/investisseurs/offres-ablynx) and Ablynx
(http://www.ablynx.com/investors/sanofi-takeover-bid/). The Prospectus can also
be obtained in hard copy free of charge (i) at the counters of the Receiving &
Paying Agents or (ii) by contacting the Receiving & Paying 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 Prospectus is available in English and Dutch. The summary of the prospectus
is also available in French.
The Response Memorandum is annexed to the prospectus. The Response Memorandum
can also be obtained in hard copy free of charge at the registered office of
Ablynx (Technologiepark 21, 9052 Zwijnaarde (Belgium)). The Response Memorandum
is available in English and Dutch.
Additional Information on the U.S. Offer
This communication is for informational purposes only and is neither a
recommendation, an offer to purchase nor a solicitation of an offer to sell any
Securities of Ablynx. Sanofi has filed a Tender Offer Statement on Schedule TO
with the SEC and Ablynx has filed a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC. Holders of Securities are urged to carefully review
the documents that were filed by Sanofi and Ablynx with the SEC because these
documents will contain important information, including the terms and conditions
of the tender offer.
The offer to purchase, the related ADS letter of transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation Statement are
available to all holders of Securities of Ablynx at no expense to them. These
documents are available for free at the SEC's website at www.sec.gov. Additional
copies may be obtained for free by contacting Sanofi at ir@Sanofi.com or on
Sanofi's website at https://en.Sanofi.com/investors. You should read the filings
made by Sanofi and Ablynx with the SEC carefully before making a decision
concerning the U.S. Offer.
pdf version of the press release:
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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Ablynx via GlobeNewswire
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