Sanofi to Acquire Biogen Spin-Off in $11.6-Billion Deal

On Jan. 22, 2018, Sanofi announce that it has entered into a definitive agreement to acquire all outstanding shares of Bioverativ, the hemophilia and blood disorders-focused spin-off company of Biogen, for $105 per share, or a transaction value of approximately $11.6 billion. The transaction was unanimously approved by the boards of directors of Sanofi and Bioverativ.

Under the agreement, Sanofi will launch a takeover bid that is expected to begin in February 2018. Following closing, a wholly-owned subsidiary of Sanofi will merge with Bioverativ and any shares that have not been tendered will be converted into a right to receive $105 in cash per action.

The acquisition will give Sanofi a strong portfolio in hemophilia, including Bioverativ's Eloctate (recombinant fusion protein composed of human immunoglobulin (IG) G1-Fc linked cleavage factor VIII) and Alprolix (recombinant fusion protein composed of IX coagulation factor IX Fc fragment of IgG1) for the treatment of hemophilia A and hemophilia B, respectively. Bioverativ generated $847 million in sales and $41 million in royalties in 2016.

Bioverativ currently markets Eloctate and Alprolix in the United States, Japan, Canada, and Australia, and plans to expand commercialization to other countries. These treatments are also marketed in the European Union and in other countries under a collaboration agreement.

Sanofi expects to leverage Bioverativ's clinical expertise and commercial platform to advance the development and commercialization of fitusiran, an RNA interference-based therapeutic agent for treating hemophilia A and B, with or without inhibitors. Sanofi recently announced the renegotiation of its rare diseases alliance with Alnylam Pharmaceuticals to gain worldwide rights to the development and commercialization of fitusiran.

Company roadmap

The acquisition also meets one of Sanofi's Roadmap 2020 priorities to refocus its business areas by adding a differentiated offer of innovative therapies to the company's portfolio. The acquisition also gives Sanofi access to a growth platform for rare hematological diseases, which is expected to strengthen its presence in specialty medicine.

In addition to Bioverativ's two marketed products, the company's development portfolio includes a Phase III research program for cold agglutinin disease, as well as early-stage research programs and collaborations in hemophilia and stroke as well as other rare hematologic disorders, including sickle cell disease and thalassemia beta. Sanofi's R&D organization will help Bioverativ accelerate the delivery of these treatments to patients.

"With Bioverativ, a leader in the growing hemophilia market, Sanofi is strengthening its presence in specialty medicine and its leadership in rare diseases, in line with its 2020 Roadmap, and is putting in place a platform that will allow it to ensure growth in other rare hematological disorders. Together, we now have the extraordinary opportunity to bring innovative medicines to patients around the world, building on Bioverativ's success in driving new standards of care through its extended half-life factor replacement therapies," said Olivier Brandicourt, Sanofi's CEO, in a company press release. "Together, we will continue to leverage our scientific expertise, disciplined execution, and development expertise that best position us to create value for our shareholders and develop innovative treatments for patients. "

John Cox, CEO of Bioverativ, said in the release, "Bioverativ was created to make significant progress for people living with hemophilia and other rare hematological diseases, and I am extremely proud of the accomplishments we have accomplished as part of this mission over the past year. We have developed the success of Eloctate and Alprolix, which make a difference every day in the lives of people with hemophilia and builds a portfolio of new programs for people with rare hematologic diseases. Sanofi brings proven capabilities and a global infrastructure that we believe will help expand access to our medicines globally faster and continue our mission of improving the lives of people with rare hematologic diseases. Our president, Brian Posner, all members of the Board of Directors and I strongly believed that our split would create significant shareholder value, and this transaction provides significant value to shareholders who have invested in our mission and supported it."

Source: Sanofi