Sanofi To Acquire Biogen Spin-off Bioverativ for $11.6 Billion

Sanofi has agreed to acquire Bioverativ, a Waltham, Massachusetts-headquartered company created from the spin-off of Biogen’s hemophilia business, for approximately $11.6 billion. The transaction was unanimously approved by both Sanofi’s and Bioverativ’s boards of directors.

In February 2017, Biogen spun off its global hemophilia business into a separate company, Bioverativ, as a new independent, publicly traded biotechnology company focused on hemophilia and other rare blood disorders. In 2016, Bioverativ generated $847 million in sales and $41 million in royalties.

Sanofi said the deal meets one of the priorities of Sanofi’s 2020 strategic roadmap to focus on areas where the company currently has, or can effectively build, a leadership position. Sanofi said that the addition of Bioverativ supports this priority by adding a differentiated offering of innovative therapies and providing a platform for growth in rare blood disorders, which expands its position in specialty care and rare diseases.

Bioverativ’s products include extended half-life therapies, Eloctate [antihemophilic factor VIII (recombinant), Fc fusion protein] and Alprolix [coagulation factor IX (recombinant), Fc fusion protein] for treating hemophilia A and B, respectively. Bioverativ currently markets the two products in the US, Japan, Canada, and Australia, and plans to expand into additional geographies. The therapies are also commercialized in the European Union and other countries under a collaboration agreement. Bioverativ’s pipeline includes a program in Phase III testing for treating cold agglutinin disease, an autoimmune disease, and early-stage research programs and collaborations in hemophilia and other rare blood disorders, including sickle-cell disease and beta-thalassemia.

Sanofi said it believes that factor replacement therapy will remain the standard of care in hemophilia due to its safety and long-acting profile. The company said it plans to use Bioverativ’s clinical experience and existing commercial platform to advance Sanofi’s drug fitusiran, an investigational RNA interference (RNAi) therapeutic for treating hemophilia A and B, with or without inhibitors. Sanofi recently announced a restructuring of its rare-disease alliance with Alnylam Pharmaceuticals, a Cambridge, Massachusetts-based biopharmaceutical company focused on RNAi therapeutics, with Sanofi obtaining global development and commercialization rights to fitusiran.

Under the agreement, Sanofi will commence a tender offer to acquire all of the outstanding shares of Bioverativ common stock at a price of $105 per share in cash. Sanofi plans to finance the transaction with a combination of cash on hand and through new debt to be raised. The tender offer is not subject to any financing condition. Subject to the satisfaction or waiver of customary closing conditions, the transaction is expected to close within three months.

The consummation of the tender offer is subject to various conditions, including the tender of at least a majority of the outstanding Bioverativ shares, redelivery of a tax opinion delivered at signing, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act, receipt of certain other regulatory approvals, and other customary conditions.  Following the successful completion of the tender offer, a wholly owned subsidiary of Sanofi will merge with Bioverativ and the outstanding Bioverativ shares not tendered in the tender offer will be converted into the right to receive the same $105 per share in cash paid in the tender offer. The tender offer is expected to commence in February 2018.

Source: Sanofi

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