Sanofi (ENXTPA:SAN) entered into a definitive agreement to acquire Bioverativ Inc. (NasdaqGS:BIVV) for $11.5 billion on January 21, 2018. Sanofi will purchase all the outstanding shares of Bioverativ at a purchase price of $105 per share in cash, net of applicable withholding taxes and without interest. Pursuant to the agreement, upon the terms and subject to the conditions thereof, tender offer is expected to commence in February 2018. Merger agreement also provides that each stock option and restricted stock unit of Bioverativ that is outstanding as of immediately prior to the consummation of the offer will accelerate and become fully vested and will be canceled and converted into the right to receive the offer price (less the applicable exercise price in the case of company stock options) in cash (net of applicable withholding taxes and without interest) payable in respect of each share subject to such Equity Award of Bioverativ. Sanofi plans to finance the transaction with a combination of cash on hand and through new debt to be raised. Sanofi will use the net proceeds from notes offering of €8 billion ($9.8 billion) to finance the transaction. Post-closing, Bioverativ will become wholly-owned subsidiary of Sanofi and Bioverativ intends to delist its shares from the NASDAQ Stock Market. If the agreement is terminated by Bioverativ, with respect to a “superior proposal”, Bioverativ will be required to pay a termination fee of $326 million. Graham Robinson of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Bioverativ Inc. The transaction is subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including minimum tender condition, he expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and all consents of, and/or filings with, any governmental authority of competent jurisdiction or pursuant to any antitrust laws have been obtained and are in full force and effect and any applicable waiting period has expired and receipt of certain other regulatory approvals, and the requirement that the Bioverativ deliver such tax opinion pursuant to the tax matters agreement shall have been satisfied pursuant to the letter agreement. The transaction is not subject to any financing condition. The transaction has been unanimously approved by the Boards of Directors of Sanofi and Bioverativ. As of February 9, 2018, the transaction was approved by Swedish Competition Authority. As of February 23, 2018, the waiting period under HSR act has expired. As of March 7, 2018, the minimum tender condition was achieved and all the conditions to offer were fulfilled. The transaction is expected to close within three months. As of February 7, 2018, the offer was commenced and will close on March 7, 2018 unless the offer is extended or earlier terminated. The acquisition is expected to be immediately accretive to Sanofi’s Business EPS in FY 2018 and up to 5% accretive in FY2019. Scott A. Barshay and Jeffrey D. Marell of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Bioverativ. Michael J. Aiello, Sachin Kohli, Michelle Sargent, Katie Simmonds, Sarah Fries, Elisabeth McMorris, Sam Hulsey, Chayim Neubort, Paul Wessel, Jeffrey Osterman, Elizabeth Weiswasser, John Scribner, Michael Naughton, Holly Loiseau, John O’ Loughlin, Kenneth Heitner, Jennifer Yoon, Daniel Cohl, Rami Sherman, Gary Silber, Jennifer Haydel Britz, John Kleinjan, Jonathan Cheng, Leslie Roter, Kathryn Kantha and Priyata Patel of Weil, Gotshal & Manges LLP acted as legal advisors to Sanofi. Lazard Frères Banque SA acted as financial advisor to Sanofi. Guggenheim Securities, LLC and J.P. Morgan Securities LLC acted as financial advisors and also delivered the fairness of opinion to the Board of Directors of Bioverativ. Continental Stock Transfer & Trust Company, Inc. acted as depository and MacKenzie Partners, Inc. acted as information agent to Sanofi. Computershare Investor Services acted as transfer agent to Bioverativ. Debevoise & Plimpton LLP acted as legal advisor for Guggenheim Securities, LLC and J.P. Morgan Securities LLC. Guggenheim Securities, LLC acted as the fairness opinion provider to Bioverativ, while J.P. Morgan Securities LLC acted as the fairness opinion provider to Bioverativ. J.P. Morgan received a fee from the Company of $3 million, which was payable upon the delivery by J.P. Morgan of its opinion, which will be credited against the total fee payable to J.P. Morgan upon the consummation of the Offer and Merger estimated to equal approximately $31 million. Bioverativ agreed to pay Guggenheim Securities a cash transaction fee upon consummation of the Offer and Merger, which cash transaction fee currently is estimated to be equal to approximately $31 million. Bioverativ has paid Guggenheim Securities a cash milestone fee of $3 million that became payable upon delivery of Guggenheim Securities' opinion, which will be credited against the foregoing cash transaction fee.