On February 2, 2021Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis Pharma NV reported that (Press release, Sanofi, FEB 2, 2021, View Source [SID1234574495])

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Reference is made to the joint press release by Sanofi and Kiadis dated 2 November 2020 in respect of the Offer to be made by Sanofi at an offer price of EUR 5.45 in cash per share (cum dividend).

Highlights:

36.6% Shares issued and outstanding on a fully diluted basis, now committed under the Offer
Kiadis and Sanofi reached agreement with Empery, Life Sciences Partners, former CytoSen shareholders and option holders and Kreos Capital in relation to their rights to acquire Shares and their irrevocable commitment to tender all their Shares under the Offer
Today, Sanofi and Kiadis jointly announce the entering into of irrevocable undertakings with (i) Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient III, LP (jointly " Empery "), (ii) funds managed by Life Sciences Partners (jointly " Life Sciences Partners "), (iii) former CytoSen Therapeutics Inc. (" CytoSen ") shareholders and option holders, and (iv) Kreos Capital V (UK) Limited (" Kreos Capital ").

36.6% Shares issued and outstanding on a fully diluted basis, now committed under the Offer

As set out in the joint press release by Sanofi and Kiadis dated 2 November 2020, Life Sciences Partners have previously undertaken to tender their current shareholding under the Offer. Together with the additional irrevocable undertakings given by Empery, Life Sciences Partners, the former CytoSen shareholders and option holders and Kreos Capital, approximately 36.6% of the total number of issued and outstanding ordinary shares in the capital of Kiadis, each with a nominal value of EUR 0.10 (the " Shares ") on a fully diluted basis as at settlement of the Offer is now committed under the Offer.

Irrevocable Empery and Life Sciences Partners

Empery and Life Sciences Partners hold 3,745,318 1 and 1,493,429 warrants 2 (the " Warrants "), respectively, and when exercised representing 6.13% and 2.44%, respectively, of the issued and outstanding Shares on a fully diluted basis as at settlement of the Offer .

Kiadis, Sanofi, Empery and Life Sciences Partners have agreed, pursuant to two separate agreements on customary terms and conditions and conditional upon the Offer being declared unconditional and the merger agreement between Sanofi and Kiadis (the Merger Agreement) not being terminated: (i) to adjust the exercise price payable by Empery and Life Sciences Partners to Kiadis for the exercise of the Warrants to EUR 0.38 per Warrant, such that the net proceeds to be received by Empery and Life Sciences Partners per Warrant is equal to the Black Scholes value of the Warrant which would otherwise have been due and payable in cash upon settlement of the Offer; (ii) that the Warrants will be exercised by Life Sciences Partners and Empery for the aforementioned exercise price; and (iii) that upon exercise of the Warrants, the corresponding Shares will be tendered under the Offer in exchange for payment of the Offer Price per Share by Sanofi. The irrevocable undertakings given by Empery and Life Sciences Partners relate to their entire respective holdings of Warrants.

Irrevocable former CytoSen shareholders and option holders

Former CytoSen shareholders and option holders are, pursuant to the agreement made in relation to the Company’s acquisition of CytoSen in June 2019, eligible to a potential future consideration of additional Shares, upon the achievement of six clinical development and regulatory milestones, which milestones will be accelerated in light of the Kiadis change of control, subject to a discount mechanism (the " Milestone Shares ").

Kiadis, Sanofi and the former CytoSen shareholders 3 and option holders 4have agreed, on customary terms and conditions and conditional upon the Offer being declared unconditional and the Merger Agreement not being terminated: (i) that the Milestone Shares shall accelerate and become immediately payable by the Company; and (ii) that upon such acceleration, the Milestone Shares will be tendered under the Offer in exchange for the Offer Price. The irrevocable undertakings given by the former CytoSen shareholders and option holders relate to their entire holdings of Shares, representing 11.19% of the total number of issued and outstanding Shares as at settlement of the Offer on a fully diluted basis. The former CytoSen shareholders have also agreed to vote, with their current holding of Shares, in favor of the resolutions relating to the Offer (the " Resolutions") at the upcoming extraordinary general meeting of Kiadis.

Irrevocable Kreos Capital

Kiadis and Kreos Capital have agreed that Kreos Capital will convert into Shares, at an exercise price of EUR 2 per Share, its entire convertible bond of EUR 5,000,000, plus an additional amount of EUR 171,015 in interest, effective as per February 15, 2021. addition, Kiadis, Sanofi and Kreos Capital have agreed, on customary terms and conditions and conditional upon the Offer being declared unconditional and the Merger Agreement not being terminated, that Kreos Capital: (i) will vote with its holdings of Shares in favor of the Resolutions at the upcoming extraordinary general meeting of Kiadis; and (ii) commits to tender all its holdings of Shares under the Offer in exchange for payment of the Offer Price per Share by Sanofi. The irrevocable undertaking given by Kreos Capital relates to its entire holding of Shares, representing,

Miscellaneous

Empery, Life Sciences Partners, the former CytoSen shareholders and option holders and Kreos Capital have not received any information in connection with the Offer other than: (i) the information that will be included in the Offer Document; or (ii) the information disclosed in this press release.

As at the date of this press release: (i) Sanofi does not hold any shares in the capital of Kiadis, Empery, Life Sciences Partners, any of the former CytoSen shareholders or option holders, or Kreos Capital; and (ii) Kiadis does not hold any shares in the capital of Sanofi, Empery, Life Sciences Partners, any of the former CytoSen shareholders or option holders, or Kreos Capital.

A TRANSLATION OF THE PRESS RELEASE ORIGINALLY PREPARED IN ENGLISH LANGUAGE FOLLOWS BELOW AND IS PROVIDED FOR INFORMATIVE PURPOSES ONLY. IN THE EVENT OF DIFFERENCES BETWEEN THE BOTH VERSIONS, THE ENGLISH TEXT PREVENTS NO RIGHTS CAN BE GRANTED FROM THE TRANSLATION

Paris, France and Amsterdam, The Netherlands, February 2, 2021 – Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis Pharma NV ("Kiadis" or the "Company") (Euronext Amsterdam and Brussels: KDS)

Reference is made to the joint Sanofi and Kiadis press release dated November 2, 2020 regarding the intended public offer (the " Offer ") to be made by Sanofi at an offer price of EUR 5.45 in cash (cum dividend) per share ( the " Bid Price ").

Highlights

36.6% of the outstanding shares on a fully diluted basis are now committed under the Offer
Kiadis and Sanofi have reached agreement with Empery, Life Sciences Partners, the former shareholders and option holders of CytoSen and Kreos Capital regarding their rights to acquire Shares and their irrevocable commitment to tender all their shares under the Offer
Today, Sanofi and Kiadis jointly announce that irrevocable commitments have been made by (i) Empery Asset Master Ltd., Empery Tax Efficient, LP and Empery Tax Efficient III, LP (collectively " Empery "), (ii) funds managed by Life Sciences Partners (collectively " Life Sciences Partners "), (iii) the former shareholders and option holders in CytoSen Therapeutics Inc. (" CytoSen "), and (iv) Kreos Capital V (UK) Limited (" Kreos Capital ").

36.6% of the Shares on a fully diluted basis now committed under the Offer

As set out in the joint Sanofi and Kiadis press release of November 2, 2020, Life Sciences Partners has previously committed to tender its approximately 18.3% stake under the Offer. Together with the additional irrevocable commitments from Empery, Life Sciences Partners, the former shareholders and option holders of CytoSen and Kreos Capital, approximately 36.6% of the total number of ordinary shares outstanding in the capital of Kiadis, each with a nominal value of EUR 0 , 10 (the "Shares") on a fully diluted basis at the time of settlement of the Offer now committed under the Offer.

Irrevocable commitment Empery and Life Sciences Partners

Empery and Life Sciences Partners hold 3,745,318 5 and 1,493,429 6 warrants respectively (the "Warrants"), and upon exercise, represent 6.13% and 2.44% of the Shares respectively on a fully diluted basis at the time of settlement of the Offer.

Kiadis, Sanofi, Empery and Life Sciences Partners have agreed, under two separate agreements subject to customary terms and conditions, and subject to the Offer being declared unconditional and the merger agreement between Sanofi and Kiadis (the "Merger Agreement") not terminated: (i ) to adjust the exercise price that Empery and Life Sciences Partners must pay to Kiadis for the exercise of the Warrants to EUR 0.38 per Warrant, so that the net proceeds that Empery and Life Sciences Partners will receive per Warrant are equal to the Black Scholes value of the Warrant that would otherwise be due and payable in cash at settlement of the Offer; (ii) that the Warrants will be exercised by Life Sciences Partners and Empery at the above exercise price; and (iii) that upon exercise of the Warrants, the corresponding Shares will be tendered under the Offer against payment of the Offer Price per Share by Sanofi. The irrevocable commitments given by Empery and Life Sciences Partners relate to their entire respective holdings of Warrants.

Irrevocable commitment to former shareholders and option holders of CytoSen

The former shareholders and option holders of CytoSen will, in accordance with the agreement entered into in connection with the acquisition of CytoSen by the Company in June 2019, be eligible for potential future consideration in the form of additional Shares, after achieving six clinical and regulatory milestones, which milestones will be advanced in light of the change of control over Kiadis, subject to a discount mechanism (the " Milestone Shares ").

Kiadis, Sanofi and the former shareholders 7 and option holders 8 of CytoSen have agreed, subject to customary terms and conditions and provided that the Offer is declared unconditional and the Merger Agreement is not terminated: (i) that the Milestone Shares are advanced and promptly by the Company be affordable; and (ii) that upon highlighting, the Milestone Shares will be tendered under the Offer at the Offer Price. The irrevocable commitments given by CytoSen’s former shareholders and option holders relate to their entire shareholding, representing 11.19% of the total number of Shares outstanding at the time of settlementof the Offer on a fully diluted basis. CytoSen’s former shareholders have also agreed, with their current shareholding, to vote in favor of the resolutions pertaining to the Offer (the " Resolutions ") at the forthcoming Kiadis extraordinary general meeting.

Kreos Capital irrevocable commitment

Kiadis and Kreos Capital have agreed that Kreos Capital will convert its entire convertible bonds of EUR 5,000,000 into Shares, at an exercise price of EUR 2 per Share, plus an additional amount of EUR 171,015 in interest, effective February 15, 2021. In addition, Kiadis, Sanofi and Kreos Capital on customary terms and conditions and provided the Offer is declared unconditional and the Merger Agreement is not terminated, agreed that Kreos Capital: (i) will vote with its Shareholdings in favor of the Resolutions at the upcoming extraordinary general meeting of Kiadis; and (ii) commits to tender all of its Share interests under the Offer against payment of the Offer Price per Share by Sanofi. The irrevocable commitment that Kreos Capital has made,settlement of the Offer on a fully diluted basis.

Other

Empery, Life Sciences Partners, the former shareholders and option holders of CytoSen and Kreos Capital have not received any information in connection with the Offer other than (i) the information that will be included in the Offer Memorandum; or (ii) the information disclosed by means of this press release.

As of the date of this press release: (i) Sanofi does not hold any shares in the capital of Kiadis, Empery, Life Sciences Partners, any of CytoSen’s former shareholders or option holders, or Kreos Capital; and (ii) Kiadis does not hold shares in the capital of Sanofi, Empery, Life Sciences Partners, any of CytoSen’s former shareholders or option holders, or Kreos Capital.