Sanofi to Revise Buyout Plans for Translate Bio

02.09.2021 - French drugmaker Sanofi may reconsider plans to acquire Translate Bio at the conditions recently announced, the US biotech said in a filing with the US Securities and Exchange Commission (SEC). Translate said Sanofi withdrew and refiled the proposed buyout information recently provided to allow the FTC more time to study it.

The drugs giant and the fledgling company announced the purchase agreement in early August. Translate said the refiling took place on Aug. 27 following "informal discussions" between Sanofi and the SEC, adding that the companies continue to expect to complete the transaction, incorporating any new FTC requirements, in the near future.

Terms of the acquisition plan announced last month call for Sanofi to acquire all outstanding shares of the Lexington, Massachusetts-based US biotech for $38 each, valuing the company at around $3.2 billion on a fully diluted basis. The purchase price represents a premium of 56% to Translate Bio’s volume-weighted average price per share over the past 60 days. Sanofi originally said it expected to complete the transaction by the end of September.

US trade journal Dealreporter, quoting antitrust lawyers, said the FTC may have concerns about the existing partnerships and exclusive licensing agreements between the two companies. In the recent past, the journal said the FTC’s requests for information from merging drugmakers have broadened in scope, as the agency increases its scrutiny of acquisitions in the drugs sector.

Acting FTC chair Rebecca Kelly Slaughter told the US press in March that "skyrocketing" drug costs and allegations of anti-competitive conduct in biopharma make it “imperative" that the FTC take a more "aggressive" approach toward anti-competitive deals in biopharma.

Sanofi and Translate Bio, who are jointly developing a Covid-19 vaccine, have been working together since June 2018. Alongside the originally envisioned exclusive license agreement to develop mRNA vaccines, in 2020 the pact was expanded to current and future infectious diseases – for which Sanofi paid $425 million.

Author: Dede Williams, Freelance Journalist