Sanofi (ENXTPA:SAN) entered into an agreement to acquire 97.1% stake in Provention Bio, Inc. (NasdaqGS:PRVB) for $2.3 billion on March 12, 2023. Under the terms of the merger agreement, Sanofi will commence a cash tender offer to acquire all outstanding shares of Provention Bio, Inc. for $25 per share in cash, reflecting a total equity value of approximately $2.9 billion. All of the outstanding Provention Bio shares that are not tendered in the tender offer will be converted into the right to receive the same $25 per share in cash offered to Provention Bio, Inc. shareholders in the tender offer. Sanofi plans to fund the transaction with available cash resources. If transaction terminated by Provention, subject, in certain circumstances then Provention will pay to Sanofi a termination fee of $100 million. If transaction terminated by Sanofi, subject, in certain circumstances then Sanofi will pay to Provention a termination fee of $158 million.

The consummation of the tender offer is subject to customary closing conditions, including the tender of a number of shares of Provention Bio, Inc. common stock, that together with shares already owned by Sanofi or its affiliates, represents at least a majority of the outstanding shares of Provention Bio, Inc. common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. Consummation of the offer is not subject to a financing condition. The Provention and Sanofi Boards unanimously approved the transaction. The tender offer commenced on March 24, 2023 and will expire on April 20, 2023, unless extended or terminated. As of April 26, 2023, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the acquisition has expired. The acquisition is expected to close in the second quarter of 2023. As of April 10, 2023, Sanofi is extending the tender offer to April 26, 2023.

PJT Partners acted as exclusive financial advisor and Annemargaret Connolly, Heather A. Viets, Jeffrey D. Osterman, Joe Pari, John E. Scribner, John O'Loughlin, Michael J. Aiello, Olivia J. Greer, Paul J. Wessel, Regina Readling, Sachin Kohli, Timothy C. Welch, Katie Thomas (Simmonds), Michael C. Naughton, Nathan Cunningham, Kane Wishart, Rebecca Sivitz of Weil, Gotshal & Manges LLP acted as legal advisors to Sanofi. BofA Securities, Inc. and Centerview Partners LLC acted as financial advisors and Mike McFalls, Ruchit Patel, Renata Ferrari, Lee Allison, Ama Adams, Dan McCaughey, Bil Davidson, Amanda Austin, Lincoln Tsang, Gregg Galardi, Cristine Schwarzman, Jay Kim, Christa Sanchez, Emerson Siegle, Dervla Broderick, Kevin Angle, Christine Joyce, Suni Sreepada and Thomas Danielski of Ropes & Gray LLP acted as legal advisors to Provention Bio, Inc. BofA Securities, Inc. and Centerview Partners LLC acted as fairness opinion providers to Provention Bio. Innisfree M&A Incorporated acted as information agent to Sanofi. Continental Stock Transfer & Trust Company acted as the Depository and transfer agent to Sanofi. Provention Bio has agreed to pay BofA Securities for its services an aggregate fee of approximately $29.1 million, $1.5 million of which was payable upon the rendering of BofA Securities’ opinion and approximately $27.6 million of which is payable contingent upon consummation of the transactions. Provention Bio has agreed to pay Centerview an aggregate fee of approximately $23.8 million, $1.5 million of which was payable upon the rendering of Centerview’s opinion and approximately $22.3 million of which is payable contingent upon consummation of the transactions.

Sanofi (ENXTPA:SAN) completed the acquisition of 97.1% stake in Provention Bio, Inc. (NasdaqGS:PRVB) on April 27, 2023. The tender offer expired on April 26, 2023. The minimum tender condition and all of the other conditions to the offer have been satisfied and on April 27, 2023, Sanofi accepted for payment and will promptly pay for all shares validly tendered and not validly withdrawn. In connection with the merger, all Provention Bio shares not validly tendered in the tender offer have been converted into the right to receive the same $25 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. As of April 27, 2023, Provention Bio common stock will cease to be traded on the NASDAQ Global Select Stock Market.