On April 29, 2021 The Offeror, Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis (Euronext Amsterdam and Brussels: KDS) reported that during the Post-Closing Acceptance Period, which expired at 17:40 (CET) today, 1,436,922 Shares were tendered under the Offer, representing approximately 2.35% of the aggregate issued and outstanding ordinary share capital of Kiadis on a Fully Diluted basis (Press release, Sanofi, APR 29, 2021, View Source [SID1234578749]). Including the 58,051,156 Shares already held by Sanofi following Settlement, this is a total of 59,488,078 Shares, representing approximately 97.39% of the aggregate issued and ordinary outstanding share capital of Kiadis on a Fully Diluted basis.

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

Settlement

Shareholders who accepted the Offer shall receive the Offer Price for each Tendered Share tendered during the Post-Closing Acceptance Period and transferred (geleverd) to the Offeror for acceptance pursuant to the Offer, under the terms and conditions set out in the Offer Memorandum. Reference is made to Section 5.12 (Post-Closing Acceptance Period) of the Offer Memorandum.

Settlement of the Shares and payment of the Offer Price will take place on 3 May 2021. Following settlement of the Shares tendered during the Post-Closing Acceptance Period, the Offeror will (directly or indirectly) hold 59,488,078 Shares, representing approximately 97.39% of the aggregate issued and outstanding ordinary share capital of Kiadis on a Fully Diluted basis.

ING Bank N.V. has been acting as settlement and exchange agent in connection with the Offer.

Buy-Out

Since the Offeror owns more than 95% of the Shares, the Offeror will initiate the statutory Buy-Out in an expeditious manner in order to obtain 100% of the Shares. Reference is made to section 6.11(c) (Buy-Out) of the Offer Memorandum.

Delisting

As a result of the acquisition of more than 95% of the Shares by the Offeror, the listing and trading of the Shares on Euronext will be terminated.
In consultation with Euronext, it has been decided that the last day of trading of the Shares will be on 24 May 2021. This means that the termination of the listing of the Shares shall be effective as of 25 May 2021. Reference is made to Sections 6.11(a) (Intentions following the Offer being declared unconditional) and Section 6.11(b) (Liquidity and delisting) of the Offer Memorandum.

Announcements

Any announcement contemplated by the Offer Memorandum will be issued by press release. Any press release issued by the Offeror will be made available on the website of the Offeror (www.sanofi.com). Any press release issued by Kiadis will be made available on the website (www.kiadis.com).

Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.

Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Digital copies of the Offer Memorandum are available on the website of the Offeror (www.sanofi.com) and digital copies of the Position Statement are available on the website of Kiadis (www.kiadis.com). Such websites do not constitute part of, and are not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum and the Position Statement are on request also available free of charge at the offices of Kiadis and the Settlement Agent at the addresses below:

Kiadis
Kiadis Pharma N.V.
Paasheuvelweg 25A
1105 BP Amsterdam
The Netherlands

Settlement Agent
ING Bank N.V.
Bijlmerdreef 106
1102 CT Amsterdam
The Netherlands