Sanofi (ENXTPA:SAN) entered into a heads of agreement to acquire Ablynx NV (ENXTBR:ABLX) for €3.4 billion on January 28, 2018. Sanofi (ENXTPA:SAN) entered into an agreement to acquire Ablynx NV (ENXTBR:ABLX) on January 29, 2018. Under the terms of the agreement, Sanofi agreed to pay through a public tender offer €45 per ordinary share of Ablynx. Sanofi would also acquire 984 convertible bonds not held by Sanofi and related parties at €0.3 million per bond, agreed to pay a $ equivalent of €45 for each of the 13.1 million outstanding American Depository Shares and also agreed to acquire outstanding warrants of Ablynx. Sanofi will pay €18.66 – €41.79 per warrant and €393,700.78 per convertible bond of Ablynx. Sanofi has entered into a €4.2 billion bank credit facility under which BNP Paribas Fortis SA/NA is acting as the sole credit facility arranger. Sanofi will use the net proceeds from notes offering of €8 billion to finance the transaction. Ablynx agrees to pay to Sanofi €75 million termination fee by way of lump-sum compensation for any loss or damages suffered by Sanofi in case of termination of the offer. The transaction is subject to approval from Belgian Financial Services and Markets Authority and other regulatory approvals including the expiration of waiting period under the Hart-Scott-Rodino Antitrust Improvements and other customary conditions. It is also subject to a minimum acceptance from 75% of the shareholders after the initial acceptance period along with other customary closing conditions. The boards of both Sanofi and Ablynx have unanimously approved the transaction. On February 27, 2018, the German Federal Cartel Office cleared the offers. As of March 1, 2018, the waiting period under the Hart-Scott-Rodino Antitrust Improvements expired. The offer is expected to be launched by the beginning of second quarter of 2018 and completed by the end of second quarter of 2018. The tender offer will commence on April 4, 2018 and will expire on May 4, 2018, subject to extension. Ablynx’s ALX-0171 is expected to be complementary to Sanofi Pasteur RSV associated programs. The transaction is expected to be neutral to business EPS in 2018 and 2019. Morgan Stanley and Matthieu Pigasse, Guillaume Molinier, Matthieu Bucaille and Guillaume de Freminet of Lazard Ltd acted as financial advisors while Michael Aiello, Matthew Gilroy, Aileen Kim, Rob Cohen, Geoffrey Weinberg, Mario Carroll, Jeffrey Osterman, Olivier Jauffret, Daniel Dokos, Adé Heyliger, John Scribner, Michael Naughton, Caroline Geiger, Christine Paik, Rami Sherman, Natalie Hayes and Kalish Mullen of Weil, Gotshal & Manges LLP and Elke Janssens, Dirk Van Gerven, Michiel Nuitten, Louisa Vandepitte, Frederik Meuwissen, Christel Brion, Philippe François, Anneleen Abbeel, Ken Lioen, Nathalie Van Landuyt, Stefanie Hardy, Yolanda Hebbrecht, Roeland Van Cleemput, Lentle Nijs and Aurelie Pollie of Nautadutilh acted as legal advisors for Sanofi. J.P. Morgan acted as the financial advisor while Mitchell Bloom, James Matarese, Blake Liggio, Seo Salimi and John Mutkoski of Goodwin Procter LLP, Eubelius CVBA and Arnaud Coibion, Philippe Remels and Filip Lecoutre of Linklaters LLP acted as legal advisors for Ablynx. Thierry Arachtingi, Daniel Zerbib, Pierre-Benoît Pabot du Chatelard, Jitka Susankova, Nina Yoshida, Bert De Maeyer, Sylvain Cailleau and Valérie Demeur of Clifford Chance acted as legal advisor to BNP Paribas and BNP Paribas Fortis on the financing of the acquisition. MacKenzie Partners, Inc. acted as information agent, BNP Paribas Fortis NV/SA acted as United States share tender agent and JPMorgan Chase Bank, N.A. acted as United States ADS Tender agent to Sanofi.