Sanofi completed the acquisition of Principia Biopharma Inc..
The Boards of Directors of Sanofi and Principia unanimously approved the transaction. The Board of Directors of Principia recommended the stockholders of Principia to tender their shares. The tender offer is expected to commence later in August 2020. The transaction is expected to complete by the end of the fourth quarter of 2020. As on August 28, 2020, the tender offer has commenced and will expire on September 25, 2020. As of September 22, 2020, waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, for the transaction has been expired. The acquisition to be broadly neutral to business EPS in 2020 and 2021. Ralph Schlosstein, Francois Maisonrouge, Simon Elliott, Chris Whittaker and Karen Linehan of Evercore acted as financial advisor while Michael J. Aiello and Sachin Kohli of Weil, Gotshal & Manges LLP acted as legal advisors to Sanofi. Alan Hartman, Joshua Thornton and David Zeng of Centerview Partners LLC and Greg Butz and Ivan Farman of BofA Securities acted as financial advisors and fairness opinion providers to Principia Biopharma. Jamie Leigh, David Peinsipp, Ben Beerle, Howard Morse, Alessandra Murata, Kate Hillier, Michelle Lara, and Todd Gluth of Cooley LLP acted as legal advisors to Principia Biopharma. Innisfree M&A Inc. acted as the information agent to Sanofi.
Sanofi (ENXTPA:SAN) completed the acquisition of Principia Biopharma Inc. (NasdaqGS:PRNB) on September 25, 2020. Upon the expiration of offer period on September 25, 2020, approximately 81.1% of the shares of Principia Biopharma were validly tendered and not validly withdrawn. In connection with the merger, all Principia Biopharma shares not validly tendered in the tender offer have been converted into the right to receive the same $100 per share in cash. Principia Biopharma will operate as wholly owned subsidiary of Sanofi. Principia Biopharma will delist from Nasdaq and will deregister the shares. On close of the transaction, Martin Babler, Alan B. Colowick, Dan Becker, Simeon George, Shao-Lee Lin, Patrick Machado and Shawn Tomasello ceased serving as a member of the board of directors of Principia Biopharma and each committee thereof and each of Martin Babler, Dolca Thomas, Christopher Y. Chai, Roy Hardiman and Stefani Wolff ceased serving as an officer of Principia Biopharma. The minimum tender condition and all of the other conditions to the offer have been satisfied. Sanofi 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.