Sanofi Completes Translate Bio Acquisition

15.09.2021 - Sanofi has completed the $3.2 billion acquisition of US biotech Translate Bio after the tender offer for all shares expired as scheduled at midnight US Eastern Daylight Time on Sept. 4. The minimum tender condition and all of the other conditions to the offer were satisfied, the French drugmaker said.

Shares in the clinical-stage mRNA therapeutics company with which Sanofi is currently working on a Covid-19 vaccine have now ceased trading.

Formally, the transaction was completed through the merger of a wholly owned subsidiary of Sanofi with and into Translate Bio under the laws of the US state of Delaware. The biotech is now an indirect, wholly owned subsidiary of Sanofi. Shares not validly tendered have been converted into the right to receive the same $38 per share in cash as initially agreed, Sanofi said.

At the beginning of August, the French pharmaceutical major signed a definitive agreement to acquire the Lexington, Massachusetts-based biotech. Both boards unanimously approved the proposed all-cash transaction priced at a premium of 56% to Translate Bio’s volume-weighted average price per share over the 60 days prior to the signing.

In a filing with the US Securities and Exchange Commission (SEC) at the end of August, Translate Bio reported that Sanofi might have to reconsider the structure of the deal at the conditions previously announced and had refiled the proposed buyout information submitted earlier to allow the Federal Trade Commission more time to study it.

Antitrust lawyers told US trade journal Dealreporter that the FTC might have concerns about the existing partnerships and exclusive licensing agreements between the two companies. It added that the FTC’s requests for information from merging drugmakers had broadened in scope, due to what it saw as "skyrocketing" drug costs and allegations of anti-competitive conduct in the biopharma sector.

Author: Dede Williams, Freelance Journalist

Prinicipia’s Bay Area labs to be closed

In other news, Sanofi plans to wind down the drug discovery laboratories of subsidiary Principia Biopharma at the end of this year. The decision follows the poor performance of a key BTK inhibitor in clinical testing. Reports said 38 jobs will be lost in the shutdown, which is to take effect on Oct. 8. Several Principia employees have been offered the option to either continue with the French-headquartered company as remote workers or apply for positions outside the area.

In what was labeled as the year’s sixth largest biopharma buyout, Sanofi paid roughly $3.7 billion to acquire Principia in 2020. On Sept. 9, 2021, the drugmaker reported that a Phase 3 trial, in which BTK inhibitor rilzabrutinib was being evaluated to treat pemphigus, a rare autoimmune skin condition, did not meet its primary or key secondary endpoints.