Type of information: Company acquisition
Acquired company: Bioverativ (USA - CA)
Acquiring company: Sanofi (France)
Amount: $11.6 billion (€ 9.47 billion)
- • On January 22, 2018, Sanofi and Bioverativ have entered into a definitive agreement under which Sanofi will acquire all of the outstanding shares of Bioverativ for $105 per share in cash, representing an equity value of approximately $11.6 billion (on a fully diluted basis). The transaction was unanimously approved by both the Sanofi and Bioverativ Boards of Directors.
- Under the terms of the merger agreement, Sanofi will commence a tender offer to acquire all of the outstanding shares of Bioverativ common stock at a price of $105 per share in cash. The $105 per share acquisition price represents a 64 percent premium to Bioverativ’s closing price on January 19, 2018.
- The consummation of the tender offer is subject to various conditions, including the tender of at least a majority of the outstanding Bioverativ shares, redelivery of a tax opinion delivered at signing, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act and receipt of certain other regulatory approvals, and other customary conditions. Following the successful completion of the tender offer, a wholly owned subsidiary of Sanofi will merge with Bioverativ and the outstanding Bioverativ shares not tendered in the tender offer will be converted into the right to receive the same $105 per share in cash paid in the tender offer. The tender offer is expected to commence in February 2018.
- Sanofi plans to finance the transaction with a combination of cash on hand and through new debt to be raised. The tender offer is not subject to any financing condition. Subject to the satisfaction or waiver of customary closing conditions, the transaction is expected to close within three months.
- Lazard is acting as exclusive financial advisor to Sanofi. Guggenheim Securities and J.P. Morgan Securities are acting as financial advisors to Bioverativ. Weil, Gotshal & Manges is serving as legal counsel to Sanofi. Paul, Weiss, Rifkind, Wharton & Garrison is serving as legal counsel to Bioverativ.
- The acquisition is expected to be immediately accretive to Sanofi’s Business EPS in FY2018 and up to 5% accretive in FY2019. Sanofi is also projected to achieve ROIC in excess of cost of capital within three years. Sanofi expects to preserve its strong credit rating.
- The transaction will create a leading hemophilia portfolio, as Bioverativ is a spin-off of Biogen's hemophilia business. The spin-off has been completed in February 2017. The company currently markets Eloctate® and Alprolix®, indicated for the treatment of hemophilia A and B, respectively. In 2016, the company generated $847 million in sales and $41 million in royalties. Sanofi believes factor replacement therapy will remain the standard of care in hemophilia for many years due to excellent safety and its increasingly superior long-acting profile. Sanofi will be able to leverage Bioverativ’s clinical expertise and existing commercial platform to advance fitusiran, an investigational RNA interference (RNAi) therapeutic for hemophilia A and B, with or without inhibitors. Sanofi recently announced a restructuring of its rare disease alliance with Alnylam Pharmaceuticals, with Sanofi obtaining global development and commercialization rights to fitusiran.
- Bioverativ is also focused on programs studying longer-acting factor therapies that utilize XTEN technology, a non-factor bi-specific antibody program to treat patients with hemophilia A and patients with inhibitors, and gene therapy programs for hemophilia A and B, as well as ongoing research relating to sickle cell disease.
Related: Rare diseases - Genetic diseases - Hematological diseases