Sanofi declares the offer for Kiadis unconditional
- 95.03% of the Shares on a Fully Diluted basis have been tendered or irrevocably committed to be delivered to Sanofi at settlement of the Offer.
- All Offer Conditions are now satisfied or waived.
- Sanofi declares the Offer for Kiadis unconditional.
- Settlement of the Offer will take place on 16 April 2021, at which date the Offer Price of EUR 5.45 per Tendered Share will be paid.
- Remaining Shares can be tendered during the Post-Closing Acceptance Period, commencing on 14 April 2021 and ending on 28 April 2021.
PARIS and AMSTERDAM – April 13, 2021 – The Offeror, Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis (Euronext Amsterdam and Brussels: KDS) today are pleased to announce that that a total of 95.03% of the Kiadis shares on a Fully Diluted basis have been tendered or irrevocably committed to be delivered to Sanofi at Settlement under the Offer by Sanofi. Sanofi declares the Offer unconditional (doet gestand) now all Offer Conditions described in the Offer Memorandum have either been satisfied or waived. As a result of the adoption of the Post-Offer Restructuring Resolution at the Kiadis extraordinary meeting of shareholders (“EGM”) of 30 March 2021, under the terms and subject to the conditions of the Offer, the Acceptance Threshold is 80% (and not 95%) of Kiadis' aggregate issued and outstanding ordinary share capital on a Fully Diluted basis, as of the time and date on which the Offer expires.
During the Acceptance Period, that expired at 17:40 (CET) on 12 April 2021, 39,860,388 Shares were tendered under the Offer, representing approximately 92.9% of the aggregate issued and outstanding ordinary share capital of Kiadis as of today and an aggregate value of approximately
EUR 217,239,114.60 (for an Offer Price of EUR 5.45 (cum dividend) per Share). Together with any Shares directly or indirectly owned by Sanofi, the Offeror or any of their Affiliates, any Shares irrevocably committed to be delivered to Sanofi at settlement of the Offer and any Shares to which the Offeror Group is entitled but which have not yet been delivered (gekocht maar nog niet geleverd), this represents a total of 58,051,156 Shares. This equals approximately 95.03% of the aggregate issued and outstanding ordinary share capital of Kiadis on a Fully Diluted basis.
With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive the Offer Price for each Tendered Share tendered during the Acceptance Period and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions.
Settlement of the Shares and payment of the Offer Price will take place on 16 April 2021. Following Settlement, the Offeror will (directly or indirectly) hold 58,051,156 Shares, representing approximately 95.03% of the aggregate issued and outstanding ordinary share capital of Kiadis on a Fully Diluted basis.
Upon Settlement the changes to the composition of the Supervisory Board and Management Board of Kiadis, as approved by the EGM on 30 March 2021, will become effective.
Post-Closing Acceptance Period
The Offeror hereby announces that Shareholders who have not tendered their Shares during the Acceptance Period will have the opportunity to tender their Shares under the same terms and conditions applicable to the Offer, during the Post-Closing Acceptance Period which will start at 09:00 (CET) on 14 April 2021 and end at 17:40 (CET) on 28 April 2021 (the “Post-Closing Acceptance Period”).
The Offeror will publicly announce the results of the Post-Closing Acceptance Period and the total number and total percentage of Shares held by it in accordance with Section 17, paragraph 4 of the Decree ultimately on the third Business Day following the last day of the Post-Closing Acceptance Period.
The Offeror shall continue to accept for payment all Shares validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) during the Post-Closing Acceptance Period and shall pay for such Shares as soon as reasonably possible and in any case no later than on the fifth Business Day following the last day of the Post-Closing Acceptance Period.
During the Post-Closing Acceptance Period, Shareholders have no right to withdraw Shares from the Offer, regardless of whether their Shares have been validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) during the Offer Period or the Post-Closing Acceptance Period.
The Offeror and Kiadis shall seek to procure the delisting of the Shares on Euronext Amsterdam and Euronext Brussels as soon as possible under Applicable Rules. Delisting may further adversely affect the liquidity and market value of any Shares not tendered.
Further implications of the Offer being declared unconditional
Remaining Shareholders who do not wish to tender their Shares in the Post-Closing Acceptance Period should carefully review the sections of the Offer Memorandum that further explain the intentions of the Offeror, such as (but not limited to) Section 6.11 (Consequences of the Offer for non-tendering Shareholders), which describes certain implications to which such Shareholders may become subject with their continued shareholding in Kiadis.
The Offeror intends to initiate the Buy-Out in an expeditious manner. Reference is made to section 6.11(c) (Buy-Out) of the Offer Memorandum.
Any announcement contemplated by the Offer Memorandum will be issued by press release. Any press release issued by the Offeror will be made available on the website of the Offeror (www.sanofi.com). Any press release issued by Kiadis will be made available on the website (www.kiadis.com).
Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Digital copies of the Offer Memorandum are available on the website of the Offeror (www.sanofi.com) and digital copies of the Position Statement are available on the website of Kiadis (www.kiadis.com). Such websites do not constitute part of, and are not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum and the Position Statement are on request also available free of charge at the offices of Kiadis and the Settlement Agent at the addresses below:
Kiadis Pharma N.V.
1105 BP Amsterdam
ING Bank N.V.
1102 CT Amsterdam
Founded in 1997, Kiadis is committed to developing innovative cell-based medicines for patients with life-threatening diseases. With headquarters in Amsterdam, The Netherlands, and offices and activities across the United States, Kiadis is reimagining medicine by leveraging the natural strengths of humanity and our collective immune system to source the best cells for life.
Kiadis is listed on the regulated market of Euronext Amsterdam and Euronext Brussels since July 2, 2015, under the symbol KDS. Learn more at www.kiadis.com.
Sanofi is dedicated to supporting people through their health challenges. We are a global biopharmaceutical company focused on human health. We prevent illness with vaccines, provide innovative treatments to fight pain and ease suffering. We stand by the few who suffer from rare diseases and the millions with long-term chronic conditions.
With more than 100,000 people in 100 countries, Sanofi is transforming scientific innovation into healthcare solutions around the globe.
Sanofi, Empowering Life