Sanofi to acquire Provention Bio for $25.00 per share, equity value ~$2.9B

Provention Bio, Inc.

Sanofi to acquire Provention via tender offer at $25.00/share cash; equity value ~$2.9 billion.
TZIELD (teplizumab) is lead asset, first therapy to delay onset of Stage 3 type 1 diabetes.
Offer subject to majority tender, HSR clearance, and other customary conditions; no financing condition.
Provention must pay $100M termination fee; Sanofi must pay $158M reverse termination fee if antitrust fails.
Executive employment agreements amended to adjust severance multiples and provide tax gross-up (up to $15M aggregate).

item 1.01 item 5.02 item 5.03 item 8.01 item 9.01

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 0.9

Provention Bio, Inc.: Amended and Restated Bylaws to update procedural requirements for director nominations in light of universal proxy rules and other administrative changes (effective 2023-03-09).

Change: bylaw amendment
Effective: 2023-03-09

Exact text from the filing

On March 9, 2023, the Company Board approved the Company's Amended and Restated Bylaws (as so amended and restated, the "Amended Bylaws"), effective as of such date.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Provention Bio, Inc. entered into Agreement and Plan of Merger with Sanofi S.A. (effective 2023-03-12).

Action: entry
Agreement: merger
Counterparty: Sanofi S.A.
Effective: 2023-03-12

Exact text from the filing

On March 12, 2023, Provention Bio, Inc., a Delaware corporation (the "Company" or "Provention"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Sanofi S.A., a French société anonyme ("Parent"), and Parent's indirect wholly-owned subsidiary, Zest Acquisition Sub, Inc., a Delaware corporation ("Purchaser").

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Source: SEC EDGAR

accession 0001493152-23-007347

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