Challenge

It was a competitive endeavor, but with nearly $25 billion set aside to satisfy its hearty appetite for acquisitions, after Novo Nordisk made an unsolicited bid for Ablynx, Sanofi set its sights on Ablynx and its robust pipeline of revolutionary pharmaceutical treatments, including caplacizumab a treatment for a rare blood clotting disease called thrombotic thrombocytopenic purpura; and vobarilizumab, a treatment for rheumatoid arthritis. The company specializes in drugs developed from studies of the immune systems of llamas and alpacas.

Approach

Goodwin assembled a cross-office, cross-disciplinary team and worked closely with Ablynx’s Belgian counsel to advise Ablynx on U.S. securities and antitrust laws as well as U.S. public company mergers and acquisitions practice. The U.S. and Belgian legal teams were faced with a number of challenges given the cross-border nature of the deal, including:

  • interplay between Belgian Financial Services and Markets Authority regulation of Belgian takeover bids and U.S. securities laws, particularly with respect to disclosure of unsolicited takeover bids and related discussions,
  • interplay between Belgian and U.S. regulation of tender offers,
  • differences in fiduciary obligations of directors of a Belgian public company and general M&A practice as compared to U.S. practice,
  • and the scarcity of Belgian public company M&A precedent.

Outcome

With unanimous approval by the boards of both companies, Sanofi agreed to acquire all of Ablynx's outstanding shares, including convertible bonds, at €45 ($55.70) per share in cash, in a deal that will expand Sanofi's pipeline of rare blood disorders treatments. The public tender offers in Belgium and the U.S. are expected to be launched by the beginning of the second quarter of 2018. Ablynx’s Chief Executive Officer Edwin Moses noted, “Since our founding in 2001, our team has been focused on unlocking the power of our Nanobody technology for patients. The results of our work are validated by clinical data. As we look ahead, we believe Sanofi’s global infrastructure, commitment to innovation and commercial capabilities will accelerate our ability to deliver our pipeline.”