UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Synthorx, Inc.
(Name of Subject Company (Issuer))
THUNDER ACQUISITION CORP.
AVENTIS INC.
SANOFI
(Names of Filing Persons — Offerors)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
87167A103
(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)
Copies to:
Michael J. Aiello, Esq.
Amanda Fenster, 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** | |
$ 2,599,172,092 | $ 337,373 | |
| ||
| * | Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, of Synthorx, Inc. (the “Company”), at a purchase price of $68.00 per share, net to the seller in cash, without any interest thereon and net of any applicable withholding taxes. Such shares consist of, as of 5:00 p.m., Eastern Time, on December 20, 2019 (the most recent practicable date): (i) 32,442,647 shares of common stock of the Company (“Company Common Stock”) that were issued and outstanding; (ii) 4,627,479 options, representing the right to purchase (subject to the terms thereof) an aggregate of 4,627,479 shares of Company Common Stock, (iii) restricted stock units with respect to an aggregate of 239,471 shares of Company Common Stock and (iv) 913,522 shares of Company Common Stock available for purchase in connection with the Company’s 2018 Employee Stock Purchase Plan. |
| ** | The filing fee was calculated in accordance with Rule0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2020, effective October 1, 2019, by multiplying the transaction value by 0.00012980. |
| ☐ | Check the box if any part of the fee is offset as provided byRule 0-11(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 Rule 14d-1. |
| ☐ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Amendment to Schedule 13D under Rule 13d-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:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is 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”). This Schedule TO relates 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 hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.
The Agreement and Plan of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent and Purchaser, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4, 5, 6 and 11 of this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Synthorx, Inc., a Delaware corporation. The Company’s principal executive offices are located at 11099 N. Torrey Pines Road, Suite 190, La Jolla, California, 92037. The Company’s telephone number is+1 (858) 750-4789.
(b) This Schedule TO relates to the outstanding Shares. The Company has advised Purchaser and Parent that, as of December 20, 2019 (the most recent practicable date) 32,442,647 Shares were issued and outstanding.
(c) The information set forth in Section 6 (entitled “Price Range of Shares; Dividends on the Shares”) of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
(a) — (c) This Schedule TO is filed by Purchaser, Parent and Aventis. The information set forth in Section 8 (entitled “Certain Information Concerning Parent, Purchaser and Certain Related Persons”) of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i) — (viii), (xii), (a)(2)(i) — (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | the “Introduction” |
| • | Section 1 — “Terms of the Offer” |
| • | Section 2 — “Acceptance for Payment and Payment for Shares” |
| • | Section 3 — “Procedures for Accepting the Offer and Tendering Shares” |
| • | Section 4 — “Withdrawal Rights” |
| • | Section 5 — “Certain United States Federal Income Tax Consequences of the Offer” |
| • | Section 11 — “The Merger Agreement; Other Agreements” |
| • | Section 12 — “Purpose of the Offer; Plans for the Company” |
| • | Section 13 — “Certain Effects of the Offer” |
| • | Section 15 — “Conditions of the Offer” |
| • | Section 16 — “Certain Legal Matters; Regulatory Approvals” |
| • | Section 17 — “Appraisal Rights” |
| • | Section 19 — “Miscellaneous” |
(a)(1)(ix) — (xi), (a)(2)(v) — (vi) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | the “Introduction” |
| • | Section 8 — “Certain Information Concerning Parent, Purchaser and Certain Related Persons” |
| • | Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company” |
| • | Section 11 — “The Merger Agreement; Other Agreements” |
| • | Section 12 — “Purpose of the Offer; Plans for the Company” |
| • | Schedule I |
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (c)(1)-(7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | the “Introduction” |
| • | Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company” |
| • | Section 11 — “The Merger Agreement; Other Agreements” |
| • | Section 12 — “Purpose of the Offer; Plans for the Company” |
| • | Section 13 — “Certain Effects of the Offer” |
| • | Schedule I |
Item 7. Source and Amount of Funds or Other Consideration.
(a), (b), (d) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | Section 9 — “Source and Amount of Funds” |
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | Section 8 — “Certain Information Concerning Parent, Purchaser and Certain Related Persons” |
| • | Section 11 — “The Merger Agreement; Other Agreements” |
| • | Section 12 — “Purpose of the Offer; Plans for the Company” |
| • | Schedule I |
(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | Section 8 — “Certain Information Concerning Parent, Purchaser and Certain Related Persons” |
| • | Schedule I |
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | the “Summary Term Sheet” |
| • | Section 3 — “Procedures for Accepting the Offer and Tendering Shares” |
| • | Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company” |
| • | Section 18 — “Fees and Expenses” |
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
(a)(1) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | Section 8 — “Certain Information Concerning Parent, Purchaser and Certain Related Persons” |
| • | Section 10 — “Background of the Offer; Past Contacts or Negotiations with the Company” |
| • | Section 11 — “The Merger Agreement; Other Agreements” |
| • | Section 12 — “Purpose of the Offer; Plans for the Company” |
(a)(2) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | Section 12 — “Purpose of the Offer; Plans for the Company” |
| • | Section 15 — “Conditions of the Offer” |
| • | Section 16 — “Certain Legal Matters; Regulatory Approvals” |
(a)(3) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | Section 15 — “Conditions of the Offer” |
| • | Section 16 — “Certain Legal Matters; Regulatory Approvals” |
(a)(4) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | Section 13 — “Certain Effects of the Offer” |
(a)(5) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | Section 16 — “Certain Legal Matters; Regulatory Approvals” |
(c) Not applicable.
Item 12. Exhibits.
Exhibit Index
| Exhibit No. | Description | |
| (a)(1)(A) | Offer to Purchase, dated December 23, 2019.* | |
| (a)(1)(B) | Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS FormW-9).* | |
| (a)(1)(C) | Notice of Guaranteed Delivery.* | |
| (a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(F) | Summary Advertisement as published in theWall Street Journal, dated December 23, 2019.* | |
| (a)(5)(A) | Joint press release of Sanofi and Synthorx, Inc. dated December 8, 2019 (incorporated by reference to Exhibit 99.1 to the ScheduleTO-C filed by Parent on December 9, 2019). | |
| (a)(5)(B) | Letter to Synthorx, Inc. employees, first made available on December 8, 2019 (incorporated by reference to Exhibit 99.2 to the ScheduleTO-C filed by Parent on December 9, 2019). | |
| (a)(5)(C) | Social media content issued by Sanofi on December 9, 2019 (incorporated by reference to Exhibit 99.3 to the ScheduleTO-C filed by Parent on December 9, 2019). | |
| (a)(5)(D) | Sanofi letter to Synthorx, Inc. employees, first made available on December 9, 2019 (incorporated by reference to Exhibit 99.4 to the ScheduleTO-C filed by Parent on December 9, 2019). | |
| (a)(5)(E) | Sanofi letter to Sanofi employees, dated December 9, 2019 (incorporated by reference to Exhibit 99.5 to the ScheduleTO-C filed by Parent on December 9, 2019). | |
| (a)(5)(F) | Synthorx employee FAQs, first made available on December 9, 2019 (incorporated by reference to Exhibit 99.6 to the ScheduleTO-C filed by Parent on December 9, 2019). | |
| (a)(5)(G) | Press release dated December 9, 2019: Sanofi CEO unveils new strategy to drive innovation and growth (incorporated by reference to Exhibit 99.1 to the ScheduleTO-C filed by Parent on December 10, 2019). | |
| (a)(5)(H) | Investor Presentation dated as of December 10, 2019 (incorporated by reference to Exhibit 99.1 to the ScheduleTO-C filed by Parent on December 11, 2019). | |
| (a)(5)(I) | Press release dated December 23, 2019.* | |
| (b) | Not applicable. | |
| (d)(1) | Agreement and Plan of Merger, dated as of December 7, 2019, by and among Parent, Purchaser and the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form8-K filed by the Company on December 9, 2019). | |
| (d)(2) | Confidentiality Agreement between the Company and Parent dated as of December 3, 2019. * | |
| (d)(3) | Exclusivity Agreement between the Company and Parent dated as of December 3, 2019. * | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | Filed herewith |
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: December 23, 2019
| Thunder Acquisition Corp. | ||
| By: | /s/ John Reed | |
| Name: John Reed | ||
| Title: President | ||
| Sanofi | ||
| By: | /s/ Karen Linehan | |
| Name: Karen Linehan | ||
Title: Executive Vice President Legal Affairs and General Counsel | ||
| Aventis Inc. | ||
| By: | /s/ Chan H. Lee | |
| Name: Chan H. Lee | ||
| Title: Vice President | ||
