Sanofi (ENXTPA:SAN) entered into definitive agreement to acquire Synthorx, Inc. (NasdaqGS:THOR) from Avalon Ventures, LLC, Correlation Ventures, OrbiMed Advisors LLC, Medicxi Ventures (UK) LLP and others for $2.2 billion on December 7, 2019. Under the terms of the merger agreement, Sanofi will commence a cash tender offer to acquire all of the outstanding shares of Synthorx common stock for $68 per share in cash for a total enterprise value of approximately $2.35 billion. Sanofi plans to finance the transaction with cash on hand. As per amendment dated January 7, 2020, Sanofi estimates that it will need approximately $2.6 billion to purchase all of the shares of Synthorx and the same shall be funded using cash on hand. Following the successful completion of the tender offer, a wholly owned subsidiary of Sanofi will merge with Synthorx and the outstanding Synthorx shares not tendered in the tender offer will be converted into the right to receive the same $68 per share in cash paid in the tender offer. Synthorx will survive as wholly owned subsidiary of Sanofi in the transaction. The tender offer is expected to commence no later than December 23, 2019. Synthorx will be required to pay a termination fee of an amount in cash equal to $94 million as per the merger agreement.

The consummation of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Synthorx common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, regulatory approvals and other customary conditions. The obligation of Sanofi to purchase Shares tendered in the offer is subject to the conditions set forth in the merger agreement, including that the number of shares validly tendered in accordance with the terms of the offer and not validly withdrawn, would represent one more than 50% of the total number of shares outstanding at the time of the expiration of the offer. The transaction is also subject to execution of dissenters rights. As on January 9, 2020, the terms of the transaction have been amended. As per the amendment, the offer is not subject to any financing condition. The transaction was unanimously approved by the Boards of Directors of both Sanofi and Synthorx. Transaction is also subject to the satisfaction or waiver of customary closing conditions. As of January 20, 2020, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired. Sanofi expects to complete the acquisition in the first quarter of 2020. Sanofi announced that on December 23, 2019, it intends to commence a tender offer to acquire all of the outstanding shares of Synthorx, Inc. The offer is scheduled to expire on one minute after 11:59 p.m., Eastern Time, on January 22, 2020. The transaction is expected to be slightly dilutive to business EPS for Sanofi in 2020 and 2021.

Morgan Stanley & Co. LLC acted as financial advisor and Michael Epstein, Devon Bodoh, Paul Wessel, Elizabeth Weiswasser, Ted Posner, Randi Singer, Michael J. Aiello, Amanda Fenster and John Scribner of Weil, Gotshal & Manges LLP acted as legal advisors to Sanofi. Centerview Partners LLC acted as financial advisor and fairness opinion provider to Synthorx. Barbara L. Borden, Ken Rollins, Barbara Mirza, Jacqueline Grise, Megan Browdie, Todd Gluth, Charity R. Williams, Chris Kimball, Natasha Leskovsek, James Pennington and Rama Padmanabhan of Cooley LLP acted as legal advisor to Synthorx. Wilson Sonsini Goodrich & Rosati, P.C. acted as patent diligence providers to Synthorx, Inc. Sullivan and Cromwell LLP is advising Centerview Partners LLC as financial advisor to Synthorx, Inc., in connection with its $2.2 billion cash acquisition by Sanofi. Innisfree M&A Inc. acted as the information agent to Sanofi. Continental Stock Transfer & Trust Company, Inc. acted as the depository bank to Sanofi. Synthorx has agreed to pay Centerview an aggregate fee of approximately $44 million, $1 million of which was payable upon the rendering of Centerview's opinion and approximately $43 million of which is payable contingent upon consummation of the transaction.

Sanofi (ENXTPA:SAN) completed the acquisition of Synthorx, Inc. (NasdaqGS:THOR) from Avalon Ventures, LLC, Correlation Ventures, OrbiMed Advisors LLC, Medicxi Ventures (UK) LLP and others on January 23, 2020. Offer satisfied the minimum tender condition set forth in the merger agreement, and all other conditions to the offer were satisfied. The shares of Synthorx, Inc. will be delisted and will cease to trade on the NASDAQ Global Select Market. Synthorx will now continue as wholly owned subsidiary of Sanofi. At the end of the offer period, 27.4 million shares representing 83.7% stake were tendered and the shares that were not purchased pursuant to the offer were converted into the right to receive an amount in cash equal to the offer price.