Rare Daily Staff

Sanofi said it will acquire Bioverativ, a biopharmaceutical company focused on therapies for hemophilia and other rare blood disorders, for $105 per share in cash, or approximately $11.6 billion, a 64 percent premium on Bioverativ’s January 19 closing price.

Sanofi said the acquisition will enhance its presence in specialty care and leadership in rare diseases, in line with its 2020 Roadmap as it creates a platform for growth in other rare blood disorders. Bioverativ said the deal will expand access to its medicines while creating “meaningful” value for its shareholders.

Bioverativ markets an extended release recombinant factor VIII known as Eloctate, and an extended release recombinant factor IX known as Alprolix. In 2016, Bioverativ generated $847 million in sales and $41 million in royalties. The two products are sold in the United States, Japan, Canada, and Australia. The therapies are also commercialized in the European Union and other countries under a collaboration agreement.

Sanofi said it believes factor replacement therapy will remain the standard of care in hemophilia for many years due to its safety profile and its increasingly superior long-acting profile. Sanofi will be able to leverage Bioverativ’s clinical expertise and existing commercial platform to advance fitusiran, an investigational RNA interference therapeutic for hemophilia A and B, with or without inhibitors. Sanofi recently announced a restructuring of its rare disease alliance with Alnylam Pharmaceuticals, with Sanofi obtaining global development and commercialization rights to fitusiran.

Beyond its two marketed products, Bioverativ’s pipeline includes a program in late-stage testing for cold agglutinin disease, and early-stage research programs and collaborations in hemophilia, and other rare blood disorders, including sickle cell disease and beta thalassemia.

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.

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 and receipt of certain other regulatory approvals, and other customary conditions. 

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.

January 22, 2018
Photo: John Cox, CEO of Bioverativ