On May, 25, 2020 Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN) reported the commencement of an underwritten public secondary offering of its common stock through which Sanofi (NASDAQ: SNY) intends to exit its investment in Regeneron shares (Press release, Regeneron, MAY 25, 2020, View Source [SID1234558434]). The shares being offered by Sanofi will be sold in an underwritten public offering. Sanofi currently owns approximately 23.2 million Regeneron shares and intends to sell approximately 12.8 million shares in the public offering.1 Sanofi also expects to grant the underwriters a 30-day option to purchase an additional 10% of the shares offered in the base offering. The registered offering and share repurchase will have no impact on the ongoing collaboration between Regeneron and Sanofi.
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Regeneron also announced today that subject to and immediately following the close of the secondary offering, Regeneron agreed to repurchase approximately $5 billion of common stock directly from Sanofi. The purchase price to be paid by Regeneron will be equal to the net offering price per share after deducting any underwriters’ discount and commission. Regeneron will fund the purchase with a combination of $3.5 billion of cash on hand and $1.5 billion of fully-committed bridge financing from Goldman Sachs Bank USA.
Following the offering and Regeneron’s $5 billion share repurchase, and assuming that the underwriters exercise their option to purchase additional shares in full, Sanofi will have disposed of all of its shares, other than 400,000 shares it intends to retain. Regeneron will not receive any of the proceeds from the sale of shares in this offering. The offering will occur simultaneously in the United States and internationally through underwriters led by BofA Securities and Goldman Sachs as joint book-running managers.
Regeneron has filed a registration statement (including a prospectus) with the SEC for the offering. Before you invest, you should read the prospectus in that registration statement and other documents Regeneron has filed and will file with the SEC, including the preliminary prospectus supplement to be filed by Regeneron with the SEC, for more complete information about Regeneron and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement, when available, if you request them by contacting BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at [email protected]; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526, or via email: [email protected].
This announcement shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.