Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on December 7, 2019, Synthorx, Inc., a Delaware
corporation ("Synthorx" or the "Company"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Sanofi, a French société anonyme
("Parent"), and Thunder Acquisition Corp., a Delaware corporation and an
indirect wholly owned subsidiary of Parent ("Purchaser"). Aventis Inc., a
Delaware corporation and a direct wholly owned subsidiary of Parent ("Aventis")
is the direct parent of Purchaser.
Pursuant to the Merger Agreement, on December 23, 2019, Purchaser commenced a
tender offer to acquire all of the outstanding shares of common stock of the
Company, $0.001 par value per share (the "Shares"), at a purchase price of
$68.00 per Share in cash (the "Offer Price"), without interest thereon and net
of any applicable withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 23, 2019 (as
amended or supplemented from time to time, the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with the Offer to Purchase, as
each may be amended or supplemented from time to time, constitute the "Offer").
On January 23, 2020, Parent announced that the offering period of the Offer had
expired at one minute past 11:59 p.m., Eastern Time, on January 22, 2020 (the
"Expiration Time") and that as of such time, based on the information provided
by the depositary for the Offer, 27,443,994 Shares (not including 1,135,448
Shares tendered by notice of guaranteed delivery for which Shares have not yet
been delivered in satisfaction of such guarantee) were validly tendered and not
validly withdrawn pursuant to the Offer prior to the Expiration Time,
representing approximately 83.7% of the outstanding Shares as of such time,
which Shares were sufficient to have met the minimum condition of the Offer and
to enable the Merger (as defined below) to occur under Delaware law without a
vote of the Company's stockholders. All conditions to the Offer having been
satisfied, on January 23, 2020, Purchaser accepted for payment all Shares
validly tendered and not validly withdrawn prior to the Expiration Time, and
will promptly pay for such Shares in accordance with the terms of the Offer.
Following the completion of the Offer, on January 23, 2020, pursuant to the
terms of the Merger Agreement and in accordance with Section 251(h) of the
General Corporation Law of the State of Delaware (the "DGCL"), Purchaser merged
with and into the Company (the "Merger"), with the Company continuing as the
surviving corporation (the "Surviving Corporation") and an indirect wholly owned
subsidiary of Parent. In the Merger, Shares that were not purchased pursuant to
the Offer (other than (i) Shares owned by Purchaser, Parent or any other direct
or indirect wholly owned subsidiary of Parent immediately prior to the Effective
Time (as defined below), (ii) Shares owned by the Company (or held in the
Company's treasury) or (iii) Shares held by any stockholder that is entitled to
demand appraisal and who has properly exercised and perfected a demand for
appraisal of such Shares pursuant to, and who has complied in all respects with,
Section 262 of the DGCL and who, as of the Effective Time, has neither
effectively withdrawn nor lost such stockholder's rights to such appraisal and
payment under the DGCL with respect to such Shares) were converted into the
right to receive an amount in cash equal to the Offer Price (the "Merger
Consideration"), without any interest thereon and net of any applicable
withholding taxes.
Pursuant to the Merger Agreement, each of the Company's stock options (the
"Company Options") that was outstanding as of immediately prior to the effective
time of the Merger (the "Effective Time") accelerated and became fully vested
and exercisable effective immediately prior to, and contingent upon, the
Effective Time and has been cancelled and converted into the right to receive
cash in an amount, net of any applicable withholding taxes, equal to the product
of (i) the total number of Shares subject to such vested Company Option
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 23, 2020, the Company notified the Nasdaq Global Select Market
("NASDAQ") of the consummation of the Merger, and requested that NASDAQ
(i) suspend trading of the Shares before the opening of trading on January 23,
2020 and (ii) file with the SEC a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on Form 25 to effect the delisting of shares of
the Company's common stock from NASDAQ and to deregister the Shares under
Section 12(b) of the Exchange Act. In addition, the Company intends to file with
the SEC a certification on Form 15 under the Exchange Act requesting the
Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act
be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03
below is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The disclosure contained in Item 2.01 above and in Item 5.02 below is
incorporated herein by reference.
As a result of the consummation of the Offer and the Merger pursuant to
Section 251(h) of the DGCL, on January 23, 2020, a change in control of the
Company occurred. At the Effective Time, the Company became a direct wholly
owned subsidiary of Aventis and an indirect wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, effective immediately after the Effective
Time, each of (i) Vickie Capps, Jay Lichter, Ph.D., Peter Kolchinsky, Ph.D.,
Andrew Powell, J.D., Pratik Shah, Ph.D. Laura Shawver, Ph.D. and Peter Thompson,
M.D. ceased serving as a member of the board of directors of the Company and
each committee thereof and (ii) Laura Shawver, Ph.D., Tighe Reardon, Joseph
Leveque M.D. and Marcos Milla, Ph.D. ceased serving as an officer of the
Company.
Further, pursuant to the Merger Agreement and effective immediately after the
Effective Time, John Reed and Marie Debans, the directors of, and President and
Treasurer respectively of, Purchaser immediately prior to the Effective Time
became the directors and officers of the Surviving Corporation, holding the same
positions. Information regarding the new directors and officers of the Company
has been previously disclosed in the Tender Offer Statement on Schedule TO,
filed by Purchaser, Aventis and Parent with the SEC on December 23, 2019
(together with the exhibits and annexes thereto and as amended or supplemented
from time to time), and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, each of
the certificate of incorporation and the bylaws of the Company was amended and
restated in its entirety. Copies of the certificate of incorporation and bylaws
are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form
8-K and are incorporated herein by reference.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Number Description
2.1 Agreement and Plan of Merger, dated as of December 7, 2019, by and
among the Company, Parent and Purchaser (incorporated by reference to
the Company's Current Report on Form 8-K filed with the SEC on
December 9, 2019).
3.1 Amended and Restated Certificate of Incorporation of the Company.
3.2 Second Amended and Restated Bylaws of the Company.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
SYNTHORX, INC. 
