Sanofi (ENXTPA:SAN) made a non-binding indication of interest to acquire Kadmon Holdings, Inc. (NasdaqGS:KDMN) for $1.6 billion on August 4, 2021. Sanofi entered into a definitive merger agreement to acquire Kadmon Holdings, Inc. on September 7, 2021. Under the terms, shareholders of Kadmon common stock will receive $9.5 per share in cash. The Merger Agreement contains certain termination rights for both Sanofi and Kadmon, including that, subject to certain limitations, (i) Sanofi and Kadmon may terminate the Merger Agreement if the Merger is not consummated by March 7, 2022, (ii) Sanofi and Kadmon may mutually agree to terminate the Merger Agreement, (iii) Kadmon may terminate the Merger Agreement to accept a Superior Proposal and (iv) Sanofi may terminate the Merger Agreement because the Board changes its recommendation to Kadmon stockholders with respect to approval of the Merger. Kadmon will be required to pay a termination fee of $60.125 million in the event that it terminates the Merger Agreement. Sanofi plans to fund the transaction with available cash resources.

The consummation of the transaction is subject to customary closing conditions, including the approval of holders of a majority of the outstanding shares of Kadmon voting stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. The Sanofi and Kadmon Boards of Directors unanimously approved the transaction. Kadmon's board provided its recommendation to its shareholders to adopt the merger. Following the successful completion of the merger, a wholly owned subsidiary of Sanofi will merge with Kadmon. As of October 20, 2021, the Federal Trade Commission Bureau of Competition approval was received. Subject to the satisfaction or waiver of customary closing conditions, As of November 5, 2021, the shareholders of Kadmon Holdings approved the transaction. Sanofi expects to complete the acquisition in the fourth quarter of 2021. The transaction is expected to be modestly dilutive to Sanofi's EPS in 2022.

Michael J. Aiello, Ariel Kronman, Eoghan Patrick Keenan, Faiza N. Rahman, Graham Magill, Joe Pari, John E. Scribner, Michael A. Epstein, Michael J. Aiello, Paul J. Wessel and Michael C. Naughton of Weil, Gotshal & Manges LLP is acting as legal counsel to Sanofi. Cantor Fitzgerald & Co. and Moelis & Company LLC are acting as exclusive financial advisors and fairness opinion providers to Kadmon in the transaction, while DLA Piper LLP (US) is acting as legal counsel. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Moelis & Company LLC. American Stock Transfer & Trust Company, LLC acted as transfer agent and D.F. King & Co., Inc. acted as information agent to Kadmon. Centerview Partners acted as financial advisor to Sanofi (ENXTPA:SAN). Kadmon paid a fee of $0.025 million to D.F. King, and approximately $15 million in the aggregate to Moelis of which $1.5 million was earned in connection with the delivery of Moelis' opinion. Cantor Fitzgerald will receive a fee of approximately $15 million, $1.5 million of which was payable upon delivery of Cantor Fitzgerald's opinion to the Board of Directors of Kadmon and the remaining balance of which is contingent upon the consummation of the Merger.

Sanofi (ENXTPA:SAN) completed the acquisition of Kadmon Holdings, Inc. (NasdaqGS:KDMN) on November 9, 2021. Post completion, Kadmon Holdings became an indirect, wholly owned subsidiary of Sanofi. As of November 9, 2021, Kadmon common stock will cease to be traded on the NASDAQ Global Select Stock Market and will be subsequently deregistered. As of February 4, 2022, Kadmon acquisition will be slightly accretive in 2022. The acquisition of Kadmon by Sanofi was completed on November 9, 2021, with Sanofi holding the entire share capital of Kadmon upon expiration of the squeeze-out procedure.