Sanofi Foreign Participations B.V. reached conditional agreement on a recommended all-cash public offer to acquire Kiadis Pharma N.V. (ENXTAM:KDS) from Life Sciences Partners BV and others for approximately €220 million on November 2, 2020. Sanofi will pay €5.45 per share (cum dividend) in cash as consideration. All Kiadis employee options with an exercise price below the Offer Price are committed under Sanofi’s Offer, resulting in approximately 48.80% of the Fully Diluted share capital of Kiadis now being committed under the Offer. Sanofi intends to finance the offer by utilizing available cash resources. On termination of the merger agreement by Sanofi on account of a material breach of the merger agreement by Kiadis or in case the merger agreement is terminated by either Kiadis or Sanofi pursuant to a superior offer that is not matched by Sanofi, Kiadis will forfeit a gross €2.9 million termination fee to Sanofi. On termination of the merger agreement by Kiadis, because of a material breach of the merger agreement by Sanofi, or because the competition clearance has not been obtained, Sanofi will forfeit a gross €2.9 million termination fee to Kiadis. As soon as possible following the settlement of the offer, Kiadis and Sanofi shall seek to procure delisting of the shares on Euronext Amsterdam and Euronext Brussels. If Sanofi acquires at least 95% of the shares, Sanofi shall commence statutory squeeze-out proceedings, unless Sanofi and Kiadis after reasonable consultation, taking into account the interests of the remaining stakeholders and other relevant circumstances, agree that Sanofi can pursue the post-offer restructuring. If the shares held by Sanofi after expiry of the post acceptance period of the offer represent at least 80% and less than 95% of Kiadis’ aggregate issued and outstanding ordinary share capital on a fully diluted basis or such lower percentage as may be agreed between Sanofi and Kiadis prior to settlement and the offer being declared unconditional, Sanofi will have the right to pursue an asset sale and liquidation whereby Kiadis will sell and transfer all of its assets and liabilities to Sanofi against payment of a purchase price equal to the offer consideration. Following the completion of the asset sale, Kiadis will effectuate the dissolution and liquidation of Kiadis and make an advance liquidation distribution per share that is intended to take place on or about the date the asset sale is completed and in an amount that is to the fullest extent possible equal to the offer price, without any interest and less any applicable withholding taxes and other taxes. Upon completion of the offer the Supervisory Board of Kiadis will be composed of: three members to be identified by Sanofi prior to the launch of the offer; two members qualifying as independent within the meaning of the Dutch Corporate Governance Code whereby these two members will be current members of the Supervisory Board to be identified prior to the launch of the Offer. It is envisaged that upon completion of the Offer the Management Board of Kiadis will be composed of the members of Kiadis’ Management Board as per the date of the merger agreement and may be expanded with one additional member to be identified by Sanofi prior to launch of the offer. Sanofi is focused on ensuring that Kiadis's key management and key staff is retained and offered suitable career opportunities. There will be no material redundancies with respect to Kiadis’ employees as a direct consequence of the offer and necessary redundancies going forward will be part of an integration committee process. There will be R&D and CMC activities at Kiadis's offices in Amsterdam, the Netherlands. The deal is conditional on Dutch Authority for the Financial Markets having approved the offer document; the Belgian Authority for the Financial Markets having recognized the offer document; trading in the shares on Euronext Amsterdam or Euronext Brussels not having been suspended or ended as a result of a listing measure by Euronext Amsterdam or Euronext Brussels; minimum acceptance level of at least 95% of Kiadis’ issued share capital on a fully diluted basis which will be automatically adjusted to 80% of Kiadis’ issued share capital on a fully diluted basis if the resolutions in connection with the post-offer restructuring are passed at the EGM provided, however, that Sanofi may waive, to the extent permitted by applicable laws and regulations, the minimum acceptance level conditions without the consent of Kiadis if the acceptance level is at least 66.67% of Kiadis’ issued share capital on a fully diluted basis and competition clearances having been obtained. Kiadis will hold the EGM at least ten business days prior to the closing of the offer period to inform the shareholders about the offer and to adopt the resolutions. The offer conditions will have to be satisfied or waived ultimately on December 31, 2021. As of November 30, 2020, Sanofi and Kiadis confirm that they are making good progress on the preparations for the offer. Sanofi will submit a request for review and approval of the offer document in relation to the offer with the Netherlands Authority for the Financial Markets. In addition, Sanofi and Kiadis confirm that the process to obtain the required competition clearance for the offer is proceeding. The Management Board and Supervisory Board of Kiadis unanimously approved the transaction and recommended the offer to holders of Kiadis’ shares. Funds managed by Life Sciences Partners have irrevocably committed to Sanofi to support the offer and tender their shareholding in the offer. As of February 2, 2021, Life Sciences Partners BV, Kreos Capital V (UK) Ltd. and Empery Asset Master Ltd, Empery Tax Efficient, Lp, Empery Tax Efficient III, LP, managed by Empery Asset Management, LP gave irrevocable commitment to tender 36.6% of the shares under the offer by Sanofi. As of December 9, 2020, the competition condition for completion has been satisfied. As on March 30, 2021, The minimum acceptance level was lowered to 80% and the transaction is approved by the shareholders of Kiadis Pharma N.V. The shareholders of Kiadis EGM adopts all resolutions related to the recommended public offer by Sanofi. The offer is expected to complete in the first half of 2021. The offer will run from February 15, 2021 to April 12, 2021. As of April 29, 2021, Post-Closing Acceptance Period, which expired 1.47 million shares were tendered under the Offer, representing approximately 2.35% of the aggregate issued and outstanding ordinary share capital of Kiadis on a Fully Diluted basis. Including the 58.05 million Shares already held by Sanofi following Settlement, this is a total of 59.5 million Shares, representing approximately 97.39% of the aggregate issued and ordinary outstanding share capital of Kiadis on a Fully Diluted basis. As a result of the acquisition of more than 95% of the Shares by the Offeror, the listing and trading of the Shares on Euronext will be terminated. Moelis & Company LLC acted as financial advisor to Kiadis and issued a fairness opinion to the Boards of Kiadis. Christiaan de Brauw of Allen and Overy LLP (Amsterdam) acted as legal advisor to Kiadis. PJT Partners acted as financial advisor and NautaDutilh N.V. acted as legal advisor to Sanofi. Sanofi Foreign Participations B.V. completed the acquisition of Kiadis Pharma N.V. (ENXTAM:KDS) from Life Sciences Partners BV and others on April 12, 2021. Sanofi declares the offer unconditional and all conditions have either been satisfied or waived. Sanofi intends to initiate the Buy-Out in an expeditious manner.