Biogen Bioverativ Separation Agreement

As part of the agreement, Sanofi will launch a takeover offer that is expected to begin in February 2018. After the closure, a wholly-merged subsidiary of Sanofi will merge with Bioverativ and all non-tendered shares will be converted into the right to receive $105 in cash per share. On January 22, 2018, Sanofi (NYSE: SNY, $44.81, market capitalization: 113.2 billion euros). USD) and Bioverativ (NASDAQ: BIVV, $103.10, market capitalization: $11.2 billion) announced a definitive agreement that Sanofi acquires all outstanding biVV shares for $105 per share in cash, a 64% increase over the closing price of January 19, 2018. The agreement represents a capital value of $11.6 billion (on a fully diluted basis). As a result, we raised our price target on BIVV to $105.00 per share to cook the price of the agreement and reduce the recommendation to Hold, as the upward trend is limited. Bioverativ currently markets eloctates and alprolix in the United States, Japan, Canada and Australia and plans to expand marketing to other countries. These treatments are also marketed in the European Union and other countries as part of a cooperation agreement. Sanofi expects to use Bioverativ`s clinical expertise and business platform to accelerate the development and commercialization of Fitusiran, an RNA-based therapeutic drug to treat hemophilia A and B, with or without inhibitors. Sanofi recently announced the renegotiation of its rare disease alliance with Alnylam Pharmaceuticals to secure global rights to the development and commercialization of Fitusiran. On January 22, 2018, Sanofi announced that it had reached a final agreement to acquire all remaining shares of Bioverativ, Biogen`s hemophilia and blood disease spin-off company, for $105 per share or a transaction value of approximately $11.6 billion. The transaction was unanimously approved by the boards of Sanofi and Bioverativ. As part of the merger agreement, Sanofi will launch an offer in February 2018 to repurchase all outstanding shares of the Bioverativ common share.

The closing of the offer is subject to conditions such as the offer of at least the majority of the outstanding shares, the delivery of a tax notice issued at the time of signing, the expiry or end of the waiting period under the Hart Scott Rodino Antitrust Improvements Act, and the obtaining of certain other administrative authorizations and other customary conditions. Once the offer is successfully completed, a wholly-settled subsidiary of Sanofi will merge with Bioverativ and all outstanding shares that will not be offered will be converted into the right to obtain $105 per share paid in the offer. Sanofi has appointed Lazard as financial advisor and Weil, Gotshal -Manges LLP is legal counsel. Bioverativ has appointed Guggenheim Securities and J.P. Morgan Securities LLC as financial advisors, with Paul, Weiss, Rifkind, Wharton and Garrison LLP as legal advisors. MEDIA CONTACTS: Biogen Jason Glashow, or Bioverativ Tracy Vineis, or INVESTOR CONTACTS: Biogen Benjamin Strain, or Bioverativ Susan Altschuller, 2017 after Biogen`s separation, Bioverativ focuses on treatments for hemophiliacs and other rare blood diseases.

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