Sanofi announces withdrawal and refiling of Premerger Notification and Report Form under the HSR Act and extension of tender offer to acquire Provention Bio, Inc.
Sanofi announced today that it has withdrawn and refiled its Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with Sanofi’s pending acquisition of Provention Bio, Inc. As previously announced on March 24, 2023, Sanofi commenced a cash tender offer to purchase all outstanding shares of common stock of Provention Bio, Inc. (the “Shares”), for $25.00 per Share, to the seller thereof in cash, without interest and subject to any withholding taxes required by applicable law.
Sanofi has elected to withdraw and refile its Premerger Notification and Report Form, which was initially filed on March 24, 2023, to provide the Federal Trade Commission (the “FTC”) with additional time for review. Following such refiling, the waiting period under the HSR Act will expire at 11:59 P.M., Eastern Time, on April 25, 2023. The acquisition is expected to close in the second quarter of 2023.
Consummation of the tender offer remains subject to, among other conditions, the expiration or termination of the applicable waiting period under the HSR Act. As a result, Sanofi is extending the tender offer, which was previously scheduled to expire at one minute after 11:59 P.M., Eastern Time, on April 20, 2023, until one minute after 11:59 P.M., Eastern Time, on April 26, 2023. The tender offer may be extended further in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All other terms and conditions of the tender offer will remain unchanged during the extended period.
Innisfree M&A Incorporated is acting as information agent for the tender offer. Requests for documents and questions regarding the tender offer may be directed to Innisfree M&A Incorporated by telephone, toll-free at (877) 800-5195 for shareholders, or collect at (212) 750-5833 for Banks and Brokers.
We are an innovative global healthcare company, driven by one purpose: we chase the miracles of science to improve people’s lives. Our team, across some 100 countries, is dedicated to transforming the practice of medicine by working to turn the impossible into the possible. We provide potentially life-changing treatment options and life-saving vaccine protection to millions of people globally, while putting sustainability and social responsibility at the center of our ambitions.