Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on August 16, 2020, Principia Biopharma Inc., a
Delaware corporation ("Principia" or the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Sanofi, a French société
anonyme ("Parent"), and Kortex Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Purchaser"). Aventis Inc., a Delaware
corporation and a direct wholly owned subsidiary of Parent ("Aventis"), is the
direct parent of Purchaser.
Pursuant to the Merger Agreement, on August 28, 2020, Purchaser commenced a
tender offer to acquire all of the outstanding shares of common stock of the
Company, $0.0001 par value per share (the "Shares"), at a purchase price of
$100.00 per Share in cash (the "Offer Price"), without interest and subject to
any withholding of taxes required by applicable legal requirements, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
August 28, 2020 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with the Offer to Purchase, as each may be amended
or supplemented from time to time, constitute the "Offer").
On September 28, 2020, Parent announced that the offering period of the Offer
had expired at one minute following 11:59 p.m., Eastern Time, on September 25,
2020 (the "Expiration Time") and that as of such time, based on the information
provided by the depositary for the Offer, 26,995,086 Shares (not including
3,077,763 Shares tendered by notice of guaranteed delivery for which Shares have
not yet been delivered in satisfaction of such guarantee) were validly tendered
and not validly withdrawn pursuant to the Offer prior to the Expiration Time,
representing approximately 81.1% of the outstanding Shares as of such time,
which Shares were sufficient to have met the minimum condition of the Offer and
to enable the Merger (as defined below) to occur under Delaware law without a
vote of the Company's stockholders. All conditions to the Offer having been
satisfied, on September 26, 2020, Purchaser accepted for payment all Shares
validly tendered and not validly withdrawn prior to the Expiration Time, and
will promptly pay for such Shares in accordance with the terms of the Offer.
Following the completion of the Offer, on September 28, 2020, pursuant to the
terms of the Merger Agreement and in accordance with Section 251(h) of the
General Corporation Law of the State of Delaware (the "DGCL"), Purchaser merged
with and into the Company with the Company surviving as a wholly owned
subsidiary of Parent (the "Merger"). At the effective time of the Merger (the
"Effective Time"), Shares that were not purchased pursuant to the Offer (other
than Shares (i) held by the Company (or in the Company's treasury), Parent,
Purchaser, any other direct or indirect wholly owned subsidiary of Parent, or by
stockholders of the Company who have properly exercised and perfected their
statutory rights of appraisal under Delaware law, or (ii) irrevocably accepted
for purchase in the Offer) were converted into the right to receive an amount in
cash equal to the Offer Price (the "Merger Consideration"), without interest and
subject to any withholding of taxes required by applicable legal requirements.
Pursuant to the Merger Agreement, each of the Company's stock options (the
"Company Options") that was outstanding as of immediately prior to the Effective
Time accelerated and became fully vested and exercisable effective immediately
prior to, and contingent upon, the Effective Time and has been cancelled and
converted into the right to receive cash in an amount equal to the product of
(i) the total number of Shares subject to the Company Option immediately prior
to the Effective Time, multiplied by (ii) the excess (if any), of (x) the Merger
Consideration over (y) the exercise price payable per Share underlying such
Company Option. Any Company Option that has an exercise price that equals or
exceeds the Merger Consideration was cancelled for no consideration. The
Company's repurchase rights with respect to any Shares previously issued upon
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On September 28, 2020, the Company notified the Nasdaq Global Select Market
("Nasdaq") of the consummation of the Merger, and requested that Nasdaq
(i) suspend trading of the Shares before the opening of trading on September 28,
2020 and (ii) file with the SEC a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on Form 25 to effect the delisting of shares of
the Company's common stock from Nasdaq and to deregister the Shares under
Section 12(b) of the Exchange Act. In addition, the Company intends to file with
the SEC a certification on Form 15 under the Exchange Act requesting the
Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act
be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03
below is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The disclosure contained in Item 2.01 above and in Item 5.02 below is
incorporated herein by reference.
As a result of the consummation of the Offer and the Merger pursuant to
Section 251(h) of the DGCL, on September 28, 2020, a change in control of the
Company occurred. At the Effective Time, the Company became a direct wholly
owned subsidiary of Aventis and an indirect wholly owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Merger Agreement, effective immediately after the Effective
Time, each of Martin Babler, Alan B. Colowick M.D., M.P.H., Dan Becker, M.D.,
Ph.D., Simeon George, M.D., Shao-Lee Lin, M.D., Ph.D., Patrick Machado and Shawn
Tomasello ceased serving as a member of the board of directors of the Company
and each committee thereof and each of Martin Babler, Dolca Thomas, M.D.,
Christopher Y. Chai, Roy Hardiman and Stefani Wolff ceased serving as an officer
of the Company.
Further, pursuant to the Merger Agreement and effective immediately after the
Effective Time, the officers and directors of Purchaser as of immediately prior
to the Effective Time became the officers and directors of the surviving
corporation. Information regarding the new officers and directors of the Company
has been previously disclosed in the Tender Offer Statement on Schedule TO,
filed by Purchaser, Aventis and Parent with the SEC on August 28, 2020 (together
with the exhibits and annexes thereto and as amended or supplemented from time
to time), and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, the
certificate of incorporation of the Company and the bylaws of the Company were
each amended and restated in its entirety. Copies of the certificate of
incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively, to
this Form 8-K and are incorporated herein by reference.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Number Description
2.1 Agreement and Plan of Merger, dated as of August 16, 2020, by and
among the Principia Biopharma Inc., Sanofi and Kortex Acquisition
Corp. (incorporated by reference to the Company's Current Report on
Form 8-K filed with the SEC on August 17, 2020).
3.1 Amended and Restated Certificate of Incorporation of Principia
Biopharma Inc.
3.2 Second Amended and Restated Bylaws of Principia Biopharma Inc.
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
PRINCIPIA BIOPHARMA INC. 
