Sanofi entered into an agreement to acquire 97.1% stake in Provention Bio, Inc. for $2.3 billion.
The consummation of the tender offer is subject to customary closing conditions, including the tender of a number of shares of Provention Bio, Inc. common stock, that together with shares already owned by Sanofi or its affiliates, represents at least a majority of the outstanding shares of Provention Bio, Inc. common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. Consummation of the offer is not subject to a financing condition. The Provention and Sanofi Boards unanimously approved the transaction. The tender offer commenced on March 24, 2023 and will expire on April 20, 2023, unless extended or terminated. As of April 26, 2023, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the acquisition has expired. The acquisition is expected to close in the second quarter of 2023. As of April 10, 2023, Sanofi is extending the tender offer to April 26, 2023.
PJT Partners acted as exclusive financial advisor and Annemargaret Connolly, Heather A. Viets, Jeffrey D. Osterman, Joe Pari, John E. Scribner, John O'Loughlin, Michael J. Aiello, Olivia J. Greer, Paul J. Wessel, Regina Readling, Sachin Kohli, Timothy C. Welch, Katie Thomas (Simmonds), Michael C. Naughton, Nathan Cunningham, Kane Wishart, Rebecca Sivitz of Weil, Gotshal & Manges LLP acted as legal advisors to Sanofi. BofA Securities, Inc. and Centerview Partners LLC acted as financial advisors and Mike McFalls, Ruchit Patel, Renata Ferrari, Lee Allison, Ama Adams, Dan McCaughey, Bil Davidson, Amanda Austin, Lincoln Tsang, Gregg Galardi, Cristine Schwarzman, Jay Kim, Christa Sanchez, Emerson Siegle, Dervla Broderick, Kevin Angle, Christine Joyce, Suni Sreepada and Thomas Danielski of Ropes & Gray LLP acted as legal advisors to Provention Bio, Inc. BofA Securities, Inc. and Centerview Partners LLC acted as fairness opinion providers to Provention Bio. Innisfree M&A Incorporated acted as information agent to Sanofi. Continental Stock Transfer & Trust Company acted as the Depository and transfer agent to Sanofi. Provention Bio has agreed to pay BofA Securities for its services an aggregate fee of approximately $29.1 million, $1.5 million of which was payable upon the rendering of BofA Securitiesâ opinion and approximately $27.6 million of which is payable contingent upon consummation of the transactions. Provention Bio has agreed to pay Centerview an aggregate fee of approximately $23.8 million, $1.5 million of which was payable upon the rendering of Centerviewâs opinion and approximately $22.3 million of which is payable contingent upon consummation of the transactions.