Principia Biopharma (PRNB) to be acquired by Sanofi (SNY) for $100 per share in cash

Sanofi SA has agreed to buy Principia Biopharma Inc. in a deal that values the developer of a promising multiple sclerosis treatment at $3.68 billion, the health-care giant’s latest move to focus more on specialty therapies over mass-market medicines.

 

Sanofi (SNY) and Principia Biopharma (PRNB) entered into a definitive agreement under which Sanofi will acquire all of the outstanding shares of Principia for $100 per share in cash, which represents an aggregate equity value of approximately $3.68 billion (on a fully diluted basis). The Sanofi and Principia Boards of Directors unanimously approved the transaction.

Under the terms of the merger agreement, Sanofi will commence a cash tender offer to acquire all outstanding shares of Principia common stock for $100 per share in cash for a total enterprise value of approximately $3.36 billion.

The consummation of the tender offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Principia common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. Following the successful completion of the tender offer, a wholly owned subsidiary of Sanofi will merge with Principia and the outstanding Principia shares not tendered in the tender offer will be converted into the right to receive the same $100 per share in cash paid in the tender offer. The tender offer is expected to commence later this month. Sanofi plans to finance the transaction with cash on hand. Subject to the satisfaction or waiver of customary closing conditions, Sanofi expects to complete the acquisition in the fourth quarter of 2020.

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Kadmon (KDMN) began trading on the NYSE on Wed 27 July 2016

Note: Kadmon was acquired by Sanofi for $9.50 per share or $1.9 billion. (November 2021)

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Kadmon Holdings shares opened at $11.55 in their Wednesday debut, below the initial public offering price of $12 per share.

Sam Waksal’s biotech company offered 6.25 million shares of common stock. Kadmon granted the underwriters a 30-day option to purchase up to an additional 937,500 shares of common stock at the IPO price.

Kadmon Holdings President & CEO Harlan Waksal, right, rings a ceremonial bell to mark the beginning of trading of his company’s IPO, on the floor of the New York Stock Exchange, Wednesday, July 27, 2016.

Sam Waksal

Criminal charges: Fraud, Conspiracy, Perjury (ImClone)

Criminal penalty: 87 months imprisonment

Sam Waksal was forced to step down from the CEO position in 2014 as the company planned an IPO, because his sentence also ruled that he was banned from serving as an officer or director to any public company for life. With Waksal leaving the role, his brother Harlan began serving as CEO. Sam Waksal remained with the company and transitioned into the role of Chief of Innovation.

 

In February 2016, Waksal left the Kadmon Pharmaceuticals but remained a shareholder in the company.