Sanofi closes $9.1B acquisition of Blueprint Medicines; shares delisted

Blueprint Medicines Corp

Purchaser accepted 45,991,262 shares (70.9% of outstanding) at $129/share cash plus one CVR per share.
Aggregate consideration ~$9.1B in cash plus CVRs with potential up to $6/share contingent on milestones.
All directors resigned; Michael J. Tolpa became sole director; Blueprint now indirect Sanofi subsidiary.
Shares no longer listed on Nasdaq; company will file Form 15 to suspend SEC reporting obligations.
Previously disclosed stockholder litigation (Taylor action) resolved with $150,000 mootness fee; case closed.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Blueprint Medicines Corp: Surviving Corporation's bylaws were amended and restated in their entirety as the Second Amended and Restated Bylaws (effective 2025-07-18).

Change: bylaw amendment
Effective: 2025-07-18

Exact text from the filing

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Surviving Corporation’s certificate of incorporation was amended and restated in its entirety (as so amended and restated, the “Sixth Amended and Restated Certificate of Incorporation”), and the Surviving Corporation’s bylaws were amended and restated in their entirety (as so amended and restated, the “Second Amended and Restated Bylaws”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Blueprint Medicines Corp: Surviving Corporation's certificate of incorporation was amended and restated in its entirety as the Sixth Amended and Restated Certificate of Incorporation (effective 2025-07-18).

Change: charter amendment
Effective: 2025-07-18

Exact text from the filing

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Surviving Corporation’s certificate of incorporation was amended and restated in its entirety (as so amended and restated, the “Sixth Amended and Restated Certificate of Incorporation”), and the Surviving Corporation’s bylaws were amended and restated in their entirety (as so amended and restated, the “Second Amended and Restated Bylaws”).

View on SEC.gov

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Source: SEC EDGAR

accession 0001193125-25-160804

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