Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on August 2, 2021, Translate Bio, Inc., a Delaware
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Sanofi, a French société anonyme ("Parent"), and Vector
Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary
of Parent ("Purchaser").
Pursuant to the Merger Agreement, on August 2, 2021, Purchaser commenced a
tender offer to acquire all of the outstanding shares of common stock of the
Company, $0.001 par value per share (the "Shares"), at a purchase price of
$38.00 per Share in cash (the "Offer Price"), without interest and subject to
any withholding of taxes required by applicable legal requirements, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
August 16, 2021 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with the Offer to Purchase, as each may be amended
or supplemented from time to time, constitute the "Offer").
On September 14, 2021, Parent announced that the offering period of the Offer
had expired at one minute following 11:59 p.m., Eastern Time, on September 13,
2021 (the "Expiration Time") and that as of such time, based on the information
provided by the depositary for the Offer, 51,467,612 Shares were validly
tendered and not validly withdrawn pursuant to the Offer prior to the Expiration
Time, representing approximately 72.89% of the outstanding Shares as of such
time, which Shares were sufficient to have met the minimum condition of the
Offer and to enable the Merger (as defined below) to occur under Delaware law
without a vote of the Company's stockholders. All conditions to the Offer having
been satisfied, on September 14, 2021, Purchaser 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validly tendered and not validly withdrawn prior to the Expiration Time, and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.
Following the completion of the Offer, on September 14, 2021, pursuant to the
terms of the Merger Agreement and in accordance with Section 251(h) of the
General Corporation Law of the State of Delaware (the "DGCL"), Purchaser merged
with and into the Company with the Company surviving as an indirect wholly owned
subsidiary of Parent (the "Merger"). At the effective time of the Merger (the
"Effective Time"), Shares that were not purchased pursuant to the Offer (other
than Shares (1) held by the Company (or in the Company's treasury), Sanofi or
any direct or indirect wholly owned subsidiary of Sanofi (other than Purchaser),
or by stockholders of the Company who have properly exercised and perfected
their statutory rights of appraisal under Delaware law, or (2) irrevocably
accepted for purchase in the Offer) were converted into the right to receive an
amount in cash equal to the Offer Price (the "Merger Consideration"), without
interest and subject to any withholding of taxes required by applicable legal
requirements.
Pursuant to the Merger Agreement, each of the Company's stock options (the
"Company Options") that was outstanding as of immediately prior to the Effective
Time accelerated and became fully vested and exercisable effective immediately
prior to, and contingent upon, the Effective Time. As of the Effective Time,
(1) each Company Option that was then outstanding and unexercised was cancelled
and converted into the right to receive cash in an amount equal to the product
of (i) the total number of Shares subject to the Company Option immediately
prior to the Effective Time, multiplied by (ii) the excess (if any) of the
Merger Consideration over the exercise price payable per Share under such
Company Option, and (2) each of the Company's restricted share units ("Company
RSUs") that was then outstanding was cancelled and converted into the right to
receive cash in an amount equal to the number of Shares issuable in settlement
of the Company RSU immediately prior to the Effective Time multiplied by the
Merger Consideration.
The total consideration paid for the Shares in the Offer and the Merger was
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On September 14, 2021, the Company notified the Nasdaq Global Select Market
("Nasdaq") of the consummation of the Merger, and requested that Nasdaq
(1) suspend trading of the Shares before the opening of trading on September 14,
2021 and (2) file with the SEC a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on Form 25 to effect the delisting of shares of
the Company's common stock from Nasdaq and to deregister the Shares under
Section 12(b) of the Exchange Act. In addition, the Company intends to file with
the SEC a certification on Form 15 under the Exchange Act requesting the
Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act
be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03
below is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The disclosure contained in Item 2.01 above and in Item 5.02 below is
incorporated herein by reference.
As a result of the consummation of the Offer and the Merger pursuant to
Section 251(h) of the DGCL, on September 14, 2021, a change in control of the
Company occurred. At the Effective Time, the Company became an indirect wholly
owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, effective immediately after the Effective
Time, each of Ronald C. Renaud, Jr., George Demetri, M.D., Robert Plenge, M.D.,
Ph.D., Robert Meyer, M.D., Jean-Francois Formela, M.D., Daniella Beckman and
Owen Hughes ceased serving as a member of the board of directors of the Company
and each committee thereof and each of Ronald C. Renaud, Jr., E. Rand
Sutherland, M.D., M.P.H., Ann Barbier, M.D., Ph.D, Paul Burgess, Paula
Cloghessy, Frank DeRosa, Ph.D, Brain Fenton, Brendan Smith, Richard Wooster,
Ph.D and Greg Troiano ceased serving as an officer of the Company.
Further, pursuant to the Merger Agreement and effective immediately after the
Effective Time, the officers and directors of Purchaser as of immediately prior
to the Effective Time became the officers and directors of the surviving
corporation. Information regarding the new officers and directors of the Company
has been previously disclosed in the Tender Offer Statement on Schedule TO,
filed by Purchaser, Aventis Inc., a Delaware corporation, and Parent with the
SEC on August 16, 2021 (together with the exhibits and annexes thereto and as
amended or supplemented from time to time), and is incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, the
certificate of incorporation of the Company and the bylaws of the Company were
each amended and restated in its entirety. Copies of the certificate of
incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively, to
this Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Number Description
2.1 Agreement and Plan of Merger, dated as of August 2, 2021, by and
among Sanofi, Vector Merger Sub, Inc. and Translate Bio, Inc.
(incorporated herein by reference to Exhibit 2.1 to Translate Bio's
Form 8-K (File No. 001-38550), filed August 3, 2021).
3.1 Third Restated Certificate of Incorporation of Translate Bio.*
3.2 Second Amended and Restated Bylaws of Translate Bio.*
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document)
* Filed herewith
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