Sanofi (ENXTPA:SAN) entered into a definitive agreement to acquire remaining 95.1% stake in Translate Bio, Inc. (NasdaqGS:TBIO) from The Baupost Group, LLC, Ronald Renaud and other shareholders for $2.7 billion on August 2, 2021. Under the terms of the agreement, Sanofi will commence a tender offer to acquire all outstanding shares of Translate Bio at $38 per share in cash. The Baupost Group, L.L.C., Translate Bio's largest shareholder and Ronald Renaud, Chief Executive Officer of Translate Bio have signed binding commitments to support the tender offer. These binding commitments, combined with the Translate Bio shares already owned by Sanofi or its affiliates, represent a total of approximately 30% of Translate Bio's total shares outstanding. Following the successful completion of the offer, a wholly owned subsidiary of Sanofi will merge with Translate Bio and the outstanding Translate Bio shares not already owned by Sanofi or its affiliates that are not tendered in the tender offer will be converted into the right to receive the same $38 per share in cash paid in the tender offer. Sanofi plans to fund the transaction with available cash resources. Translate Bio will be required to pay a termination fee of an amount in cash equal to $96 million in case of termination of the agreement. On August 27, 2021, following informal discussions with the staff of the FTC, Sanofi withdrew and refiled the premerger notification and report form under the HSR Act relating to the purchaser's proposed acquisition of the Translate, in order to provide the FTC with additional time to review the proposed acquisition and information recently provided to them. As a result, the waiting period will expire on September 13, 2021, unless earlier terminated by the FTC and the Antitrust Division, Parent receives a request for additional information or documentary material prior to that time or Sanofi or Translate pulls and refiles its notification so as to provide the FTC and the Antitrust Division an additional 15 days to review the transaction.

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.