Sanofi completed the acquisition of remaining 95.1% stake in Translate Bio, Inc. from The Baupost Group, LLC, Ronald Renaud and other shareholders.
The transaction is subject to customary closing conditions, including the tender of several shares of Translate Bio common stock that together with shares already owned by Sanofi or its affiliates represents at least a majority of the outstanding shares of Translate Bio common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. The Bio Boards of Directors of Sanofi and Translate Bio unanimously approved the transaction. The tender offer is expected to commence later in August 2021 and the transaction is expected to be completed in the third quarter of 2021. Morgan Stanley & Co. International plc acted as the exclusive financial advisor and Ariel Kronman, Eoghan Patrick Keenan, Faiza N. Rahman, Graham Magill, Joe Pari, John E. Scribner, Michael A. Epstein, Michael J. Aiello, Paul J. Wessel and Michael C. Naughton of Weil, Gotshal & Manges LLP acted as the legal advisors to Sanofi. Centerview Partners LLC, Evercore Inc. and MTS Health Partners, LP acted as the financial advisors while Krishna Veeraraghavan and John Kennedy, Oliver Board; Jonathan Ashtor; Robert Holo; Jean McLoughlin and Lawrence Witdorchic and Nicole Tark; Charles Rule; Daniel Howley; Marta Kelly; and Richard Elliott of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsels to Translate Bio. Translate Bio received the opinion of Centerview Partners LLC. Skadden, Arps, Slate, Meagher & Flom LLP represented Centerview Partners LLC as financial advisor to Translate Bio, Inc. Marie Gibson and Graham Robinson of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Translate Bio, Inc. Innisfree M&A Incorporated acted as an information agent and Computershare Trust Company, N.A. acted as Transfer agent for Translate Bio.
Sanofi (ENXTPA:SAN) completed the acquisition of remaining 95.1% stake in Translate Bio, Inc. (NasdaqGS:TBIO) from The Baupost Group, LLC, Ronald Renaud and other shareholders on September 13, 2021. 51.5 million shares were validly tendered and not validly withdrawn pursuant to the offer, representing approximately 72.89% of the outstanding shares as of such time. The minimum tender condition and all of the other conditions to the offer have been satisfied and the merger was enabled. On September 14, 2021, Sanofi accepted for payment and will promptly pay for all shares validly tendered and not validly withdrawn. All Translate Bio shares not validly tendered in the tender offer have been converted into the right to receive the same $38 per share in cash. As of September 14, 2021, Translate Bio common stock will cease to be traded on the NASDAQ Global Select Stock Market.