This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by (i) Thunder Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a Frenchsociété anonyme (“Parent”), (ii) Parent, and (iii) Aventis Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent and direct parent of Purchaser (“Aventis”) on December 23, 2019 (together with any subsequent amendments or supplements thereto, including this Amendment, the “Schedule TO”), relating to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value, $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share (the “Offer Price”) net to the seller in cash, without any interest thereon and net of any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively.
All information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of the Schedule TO and is supplemented by the information specifically provided in this Amendment.
Items 1 through 9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
| | (1) | In the section entitled “Summary Term Sheet” in the Offer to Purchase, the information under the question “What are the most significant conditions to the Offer?” is amended and supplemented by adding the following new paragraph at the end of the response to such question: |
“The Regulatory Condition has been satisfied by the expiration of the waiting period under the HSR Act with respect to the Offer effective January 17, 2020 at 11:59 p.m., Eastern Time. The Offer continues to be subject to the remaining conditions set forth in this Offer to Purchase.”
| | (2) | The sixth paragraph of the “Introduction” to the Offer to Purchase is amended and supplemented by adding the following sentences at the end of the paragraph: |
“The Regulatory Condition has been satisfied by the expiration of the waiting period under the HSR Act with respect to the Offer effective January 17, 2020 at 11:59 p.m., Eastern Time. The Offer continues to be subject to the remaining conditions set forth in this Offer to Purchase.”
| | (3) | Section 15 - “Conditions of the Offer” is amended and supplemented by adding the following new sentence to the end of the second paragraph: |
“The Regulatory Condition has been satisfied by the expiration of the waiting period under the HSR Act with respect to the Offer effective January 17, 2020 at 11:59 p.m., Eastern Time. The Offer continues to be subject to the remaining conditions set forth in this Offer to Purchase.”
| | (4) | The second paragraph of the subsection entitled “U.S. Antitrust Compliance” in Section 16 – “Certain Legal Matters; Regulatory Approvals” is amended and supplemented by adding the following sentences to the end of the second paragraph: |
“On January 17, 2020 at 11:59 p.m., Eastern Time, the waiting period under the HSR Act with respect to the Offer expired. The Offer continues to be subject to the remaining conditions set forth in this Offer to Purchase.”
