Sanofi (ENXTPA:SAN) agreed to acquire Blueprint Medicines Corporation (NasdaqGS:BPMC) from Sixth Street Partners, LLC for $8.7 billion on June 2, 2025. Under the terms of the acquisition, Sanofi will pay $129.00 per share in cash at closing, representing an equity value of approximately $9.1 billion. Blueprint shareholders also will receive one non-tradeable contingent value right (CVR) which will entitle the holder to receive two potential milestone payments of $2 and $4 per CVR for the achievement, respectively, of future development and regulatory milestones for BLU-808. Sanofi will pay $344.237175 million for 2.549905 million for Restricted stock units. Sanofi will pay $39.868875 million for 0.295325 million for Performance-based restricted stock units. Sanofi will pay $413.578677 million for 6.925296 million options. The total equity value of the transaction, including potential CVR payments, represents approximately $9.5 billion on a fully diluted basis. The consummation of the tender offer is subject to customary closing conditions, including the tender of a number of shares of Blueprint common stock representing at least a majority of the outstanding shares of Blueprint common stock, the receipt of required regulatory approvals, and other customary conditions. Sanofi currently expects to complete the acquisition in the third quarter of 2025. Sanofi plans to finance the transaction with a combination of cash on hand and proceeds from new debt. The tender offer is not subject to any financing condition. It is immediately accretive to gross margin and accretive to business operating income and EPS after 2026. Upon termination of the Merger Agreement, (i) Sanofi under specified circumstances, including termination following a final order, decree or ruling arising in connection with certain antitrust or foreign investment laws, will be required to pay the Blueprint Medicines a termination fee in the amount of $500 million; and (ii) Blueprint Medicines under specified circumstances, including termination by the Blueprint Medicines to accept and enter into an agreement with respect to a superior proposal, will be required to pay Parent a termination fee in the amount of $318 million. As of July 16, 2025 expiration of tender offer has been extended to July 17, 2025.

The Company Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interests of, the Company and the holders of the Shares, (ii) adopted the Merger Agreement and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and (iii) resolved to recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer and the transaction is subject to approval of Blueprint Medicines.

Barbra Broudy, Charan Sandhu, Courtney Marcus, Graham Magill, Joe Pari, John Scribner, John O'Loughlin, Kane Wishart, Matthew Morton, Michael Aiello, Neil Rigby, Olivia Greer, Paul Wessel, Rebecca Sivitz, Sachin Kohli, Shawn Brett Cooley, Timothy Welch, and Phillip Grudzina of Weil, Gotshal & Manges LLP, Paris served as legal advisor to Sanofi, Stuart M. Cable, Lisa R. Haddad, Kingsley L. Taft, Danielle M. Lauzon, Sarah A. Solomon, James Ding, Yasin E. Akbari, Theresa C. Kavanaugh, Grace L. Wirth, Paul S. Jin, Arman Oruc, Sarah Jordan, Julie Tibbets, Heath R. Ingram, Jacqueline Klosek, Daniel S. Karelitz, Deborah S. Birnbach, John A. Barker, Adam Slutsky, Justin C. Pierce, Jennifer Merrigan Fay, Nathan J. Brodeur, Kristopher Ring and Cecelia Lockner of Goodwin Procter LLP served as legal advisor to Blueprint Medicines. Jefferies Group LLC and Centerview Partners LLC acted as financial advisor to Blueprint Medicines Corporation. Doug Cogen of Fenwick & West LLP represented Centerview Partners LLC and Jefferies Group LLC.

Sanofi (ENXTPA:SAN) completed the acquisition of Blueprint Medicines Corporation (NasdaqGS:BPMC) from Sixth Street Partners, LLC on July 18, 2025. Blueprint common stock will cease to be traded on the NASDAQ Global Select Stock Market.