Item 8.01. Other Events.
As previously disclosed, on September 7, 2021, Kadmon Holdings, Inc., a Delaware
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Sanofi, a French societe anonyme ("Sanofi") and Latour
Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of
Sanofi ("Merger Subsidiary"), pursuant to which, on the terms and subject to the
conditions set forth therein, Merger Subsidiary will merge with and into the
Company (the "Merger"), with the Company surviving the Merger as a wholly owned
subsidiary of Sanofi. Upon completion of the Merger, each share of common stock
of the Company, par value $0.001 per share ("Common Stock"), will be converted
into the right to receive $9.50 in cash, without interest and subject to
applicable withholding (the "Common Stock Merger Consideration"). Capitalized
terms not otherwise defined herein have the meanings set forth in the Merger
Agreement. The foregoing description of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the full text of the Merger
Agreement, which is attached as Exhibit 2.1 to the Company's Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on
September 8, 2021.
Expiration of HSR Waiting Period
The completion of the Merger is conditioned upon, among other things, the
expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Waiting Period"), and, as of the end of the HSR Waiting Period, neither Sanofi
nor the Company having received a standard form letter from the Federal Trade
Commission Bureau of Competition ("FTC"), in the form announced and disclosed by
the FTC on August 3, 2021 (a "Form Letter") (or if such a Form Letter has been
received prior to the end of the HSR Waiting Period, the Company and Sanofi
having been notified by the FTC that such underlying investigation has been
closed or otherwise resolved). The HSR Waiting Period expired on October 20,
2021 at 11:59 p.m. Eastern Time with neither the Company nor Sanofi having
received a Form Letter from the FTC.
Notice to 2017 Warrant Holders of Anticipated Closing Date
On September 28, 2017, the Company issued certain Warrants to Purchase Common
Stock (the "Warrants"), which are currently exercisable for shares of Common
Stock at an exercise price per share of $3.35. The Warrants require that the
Company provide each holder of such a Warrant with not less than ten business
days prior notice of the anticipated consummation of such Fundamental
Transaction (as defined in the Warrants), which notice may be provided by means
of a press release and/or the filing of a Current Report on Form 8-K, and afford
each such holder an opportunity to exercise such holder's Warrants prior to the
consummation of such Fundamental Transaction.
The Merger will constitute a Fundamental Transaction, as defined in the
Warrants, and accordingly, the Company hereby notifies the holders of such
Warrants that they are entitled to exercise their Warrants prior to the
effective time of the Merger and receive the Common Stock Merger Consideration
for each share of Common Stock issued upon such exercise. If any Warrant
remains unexercised at the effective time of the Merger, such Warrant shall,
pursuant to Section 5(b) of such Warrant, be null, void and of no further force
and effect as a result of the Merger.
Subject to the satisfaction or waiver of the conditions in the Merger Agreement
(including the approval by the holders of a majority of the voting power of the
outstanding shares of Company Common Stock and Company Preferred Stock, voting
on an as converted to Company Common Stock basis, entitled to approve such
matter), the parties anticipate that the Merger will close as soon as November
9, 2021.
The foregoing description of the Warrants does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the full text of the
form of Warrant, which is attached as Exhibit 4.1 to the Company's Current
Report on Form 8-K filed with the SEC on September 28, 2017.
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Forward-Looking Statements
This Form 8-K and the documents referred to herein contain forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995,
as amended. Forward-looking statements are statements that are not historical
facts and may include projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and expectations
with respect to future financial results, events, operations, services, product
development and potential, and statements regarding future performance.
Forward-looking statements are generally identified by the words "expects",
"anticipates", "believes", "intends", "estimates", "plans", "will be" and
similar expressions. Although the Company's management believes that the
expectations reflected in such forward-looking statements are reasonable,
investors are cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are difficult to
predict and generally beyond the Company's control, that could cause actual
results and developments to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include among other things, risks related to Parent and
the Company's ability to complete the transaction on the proposed terms or on
the proposed timeline, including the receipt of required stockholder approvals,
the possibility that competing offers will be made, other risks associated with
executing business combination transactions, such as disruption from the
proposed acquisition making it more difficult to conduct business as usual or to
maintain relationships with customers, employees, manufacturers, suppliers or
patient groups. While the list of factors presented here is representative, no
list should be considered a statement of all potential risks, uncertainties or
assumptions that could have a material adverse effect on the companies' ability
to consummate the Merger and/or their consolidated financial condition or
results of operations. The foregoing factors should be read in conjunction with
the risks and cautionary statements discussed or identified in the public
filings with the SEC made by the Company, including those listed under "Risk
Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in the
Company's annual report on Form 10-K for the year ended December 31, 2020,
quarterly reports on Form 10-Q and current reports on Form 8-K filed with the
SEC. The forward-looking statements speak only as of the date hereof and, other
than as required by applicable law, the Company does not undertake any
obligation to update or revise any forward-looking information or statements.
Additional Information and Where to Find It
This communication may be deemed to be a solicitation material in respect of the
proposed Merger. On October 4, 2021, the Company filed the Definitive Proxy
Statement with the SEC in connection with the solicitation of proxies for a
special meeting to be held on November 5, 2021. The Definitive Proxy Statement
and a proxy card have been mailed to each stockholder of the Company entitled to
vote at the meeting. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT FOR THE MERGER, AND ANY AMENDMENT OR SUPPLEMENT
THERETO THAT MAY BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE MERGER. All such documents, when filed,
may be obtained free of charge at the SEC's website (http://www.sec.gov) or upon
request by contacting the Company, Investor Relations, by telephone at
1-833-900-5366 or via email at investors@kadmon.com. The Company's filings with
the SEC are also available on the Company's website at
https://investors.kadmon.com/.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders with
respect to the Merger. Information about the Company's directors and executive
officers and their ownership of the Company's common stock is set forth in the
proxy statement on Schedule 14A filed with the SEC on April 1, 2021 and the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2020. To the extent that such individual's holdings of the Company's common
stock have changed since the amounts printed in the Company's proxy statement,
such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Information regarding the identity of the
potential participants, and their direct or indirect interests in the Merger, by
security holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with SEC in connection with the Merger.
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