UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Ablynx NV
(Name of Subject Company (Issuer))
Sanofi
(Name of Filing Persons (Offeror))
Ordinary Shares, no par value
American Depositary Shares, each of which represents one Ordinary Share
(Title of Class of Securities)
BE0003877942 (Ordinary Shares)
00372Y105 (American Depositary Shares)
(CUSIP Number of Class of Securities)
Karen Linehan
Executive Vice President Legal Affairs and General Counsel
Sanofi
54, Rue La Boétie, 75008
Paris, France
Telephone: 011 + 33 1 53 77 40 00
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Michael J. Aiello, Esq.
Matthew Gilroy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212)310-8000
CALCULATION OF FILING FEE
| Transaction valuation* | Amount of filing fee* | |
| N/A | N/A |
| * | In accordance with General instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of the tender offer. |
| ☐ | Check box if any part of the fee is offset as provided by Rule0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: N/A | Filing Party: N/A | |
| Form or Registration No: N/A | Date Filed: N/A | |
| ☒ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒ third-party tender offer subject to Rule14d-1.
☐ issuer tender offer subject to Rule13e-4.
☐ going-private transaction subject to Rule13e-3.
☐ amendment to Schedule 13D under Rule13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule13e-4(i) (Cross-Border Issuer Tender Offer)
☒ Rule14d-1(d) (Cross-Border Third-Party Tender Offer)
EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | Press release issued by Sanofi on March 1, 2018 | |
