April 1, 2022. Sanofi announced that the French Autorité des marchés financiers (AMF) has approved the listing prospectus prepared by EUROAPI in connection with the intended listing of its shares on the regulated market of Euronext Paris.
On March 17th, 2022, Sanofi’s Board of Directors unanimously decided to submit for approval to its shareholders the proposed distribution in kind (the “Distribution”) of EUROAPI shares, via an additional extraordinary dividend, exclusively in kind, in addition to the previously proposed €3.33 cash dividend per Sanofi share.
The Distribution relates to circa 58% of the share capital and voting rights of EUROAPI.
In connection with the proposed Distribution, EPIC Bpifrance has agreed to purchase 12% of EUROAPI shares from Sanofi, which confirmed its intention to hold circa 30% of the share capital and voting rights of the company after the Distribution.
The Distribution by Sanofi to its shareholders of EUROAPI shares in the form of an additional extraordinary dividend, exclusively in kind, is subject to the shareholders’ approval at Sanofi’s May 3, 2022 Ordinary and Extraordinary Shareholders’ Meeting.
Subject to certain customary exceptions, the following lock-up periods have been agreed:
- 2 years for Sanofi and EPIC Bpifrance following the settlement and delivery of the EUROAPI shares to be sold to EPIC Bpifrance; and
- 1 year for L’Oréal, Sanofi’s largest shareholder and for Karl Rotthier, CEO of the Company, following the settlement of the Distribution.
Main features of the Distribution are as follows:
- The Distribution ratio will be one (1) EUROAPI share per twenty three (23) Sanofi shares.
No fractional EUROAPI shares will be issued. Any right to receive a fractional share will not be tradable or transferable.
Consequently, when the amount of the Distribution to which a Sanofi shareholder is entitled does not correspond to a whole number of EUROAPI shares (i.e., less than twenty three (23) or a multiple of twenty three (23) Sanofi shares), the shareholder will receive the immediately lower number of EUROAPI shares, plus a cash payment for the whole of the balance arising from the price at which EUROAPI shares corresponding to fractional shares were sold.
Each financial intermediary will sell the shares corresponding to the fractional shares of its entitled clients.
As a result, the amount of the cash balance may vary depending on the shareholder’s financial intermediary;
- The technical reference price of EUROAPI shares is expected to be announced on May 5, 2022 by Euronext Paris after market close;
- The admission to trading of the EUROAPI shares and the ex-date (détachement) of the Distribution will occur at 9.00 am (CET) on May 6, 2022;
- The record date (the date on which positions are closed) for Sanofi shares to be eligible to the Distribution is scheduled on May 9, 2022;
- Payment of the Distribution (delivery and book-entry of the allocated EUROAPI shares) will take place on May 10, 2022.
Following the Distribution and the purchase of 12% of EUROAPI shares by EPIC Bpifrance, the Sanofi group will no longer control EUROAPI, resulting in a slightly accretive impact on Sanofi 2022 business operating income (BOI) margin2.
Documents related to Sanofi shareholders’ meeting will be made available on April 11, 2022 on the Sanofi dedicated web page.
Investors are invited to read EUROAPI’s press release, issued concurrently and available on EUROAPI’s website announcing the AMF’s approval of its prospectus, and the listing prospectus in order to fully understand the potential risks and rewards associated with any decision to invest in EUROAPI shares.
EUROAPI draws attention to the risk factors contained in Chapter 3 and Section 22.2 of the listing prospectus.
The occurrence of one or more of these risks may have a significant adverse effect on the business, reputation, financial condition, results of operations or prospects of EUROAPI, as well as on the market price of EUROAPI’s shares.
For information on the tax treatment of the Distribution, shareholders are invited to read Paragraph 22.1.6 of the listing prospectus.
Copies of the French-language listing prospectus, approved by the AMF on March 31, 2022 under number 22-076, are available free of charge and on request from EUROAPI at EUROAPI’s registered office, 15 rue Traversière, 75012 Paris, France, as well as on the websites of the AMF (https://www.amf-france.org), Sanofi (https://www.sanofi.com) and EUROAPI (listing.euroapi.com).
An English-language information document for non-French resident shareholders of Sanofi is also available on Sanofi’s and EUROAPI’s website.
BNP Paribas, BofA Securities Europe SA, and J.P. Morgan SE are acting as Lead ECM Advisors to EUROAPI and Sanofi and Crédit Agricole Corporate and Investment Bank, Deutsche Bank, Natixis SA and Société Générale are acting as Other ECM Advisors in the contemplated listing. Rothschild & Co. is acting as independent financial adviser to Sanofi and EUROAPI. Jones Day is acting as a legal advisor to EUROAPI and Sanofi in connection with the Distribution, and White & Case as legal advisor to the Lead ECM Advisors.
Capital Markets Day details
Today, Sanofi will host a EUROAPI-dedicated Capital Markets Day at 1:30 pm CET and will cover the following topics:
- Execution of the Play to Win strategy with the spin-off of EUROAPI
- Main features of the Distribution
- Sanofi’s long-term commitment to EUROAPI: strong business relationship and future ownership structure alongside with EPIC Bpifrance
- EUROAPI’s deconsolidation impact for Sanofi
- Presentation of EUROAPI, including its business model, strategy and guidance.
For background slides and webcast information, please refer to the following link on Sanofi website:https://www.sanofi.com/en/investors/financial-results-and-events/investor-presentations/Capital-Markets-Day-on-Euroapi-Webinar-2022.
About Sanofi
We are an innovative global healthcare company, driven by one purpose: we chase the miracles of science to improve people’s lives.
Our team, across some 100 countries, is dedicated to transforming the practice of medicine by working to turn the impossible into the possible.
We provide potentially life-changing treatment options and life-saving vaccine protection to millions of people globally, while putting sustainability and social responsibility at the center of our ambitions.”
https://www.sanofi.com/en/media-room/press-releases/2022/2022-04-01-07-30-00-2414527
