June 13, 2025 | Health Care | Europe | Active
On 2-Jun-25, Sanofi announced it would acquire US-based biopharmaceutical company Blueprint Medicines for up to $9.5bn, in a move designed to bolster its rare immunology pipeline. Under the agreement, Sanofi will pay $129.00 per Blueprint share in cash, along with one non-tradeable contingent value right (CVR) per share. The CVR entitles holders to receive up to $6 in milestone payments, depending on the development and regulatory progress of BLU-808, an early-stage KIT inhibitor. The cash consideration represents a 27.3% premium to Blueprint’s undisturbed share price, and a 34% premium to its 30-day volume-weighted average price. The structure is a standard cash tender offer requiring a majority of Blueprint shares to be tendered. The offer is expected to be launched by 16-Jun-25, and an HSR filing will be submitted by 24-Jun-25. We note that Austria’s Federal Competition Authority (FCA) was notified on 10-Jun-25. Notably, because of the CVR component, the HSR review period is extended to 30 days, rather than the usual 15 days for cash tender offers. The merger agreement includes customary provisions and the MAC features standard carve-outs for pandemics, war, and “the issuance of any executive orders by the President of the United States.” Blueprint is bound by a non-solicitation clause with fiduciary-out exceptions, and both parties are obliged to use “reasonable best efforts” to obtain required approvals. Sanofi plans to fund the deal through a mix of cash on hand and new debt; the transaction is not subject to any financing condition. On the CVR, BLU-808, is a highly selective oral KIT inhibitor with potential applications across various inflammatory diseases. The payment milestones are ...
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