(Bloomberg) -- Sanofi agreed to buy Belgium's Ablynx NV for 3.9 billion euros ($4.8 billion), outbidding rival Novo Nordisk A/S to gain a potential blockbuster for a rare blood clotting disease.
Paris-based Sanofi will pay 45 euros a share in cash for all outstanding shares of Ablynx, it said in a statement Monday. The price is 48 percent above Novo's unsolicited offer of as much as 30.50 euros a share. Bagsvaerd, Denmark-based Novo conceded that it had lost, saying in a statement that it won't try to outbid Sanofi.
The takeover will complement the $11.6 billion purchase of Bioverativ Inc., a maker of drugs for hemophilia, that Sanofi announced a week ago. Chief Executive Officer Olivier Brandicourt is returning to acquisitions to enter the field of blood disorders after losing out on two attempted takeovers in 2016. Sanofi's arrival as a white knight is a setback for Novo's effort to bolster its stable of treatments for rare blood disorders as its main diabetes business grapples with price pressures.
For Novo, “it's very difficult to come back in once the two company boards have agreed on a deal,” Soren Lontoft Hansen, an analyst at Sydbank A/S, said by telephone. “And the difference between Novo's initial offer and what they would have to offer now would also be too big.”
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Ablynx shares jumped 20 percent to 44.68 euros at 11:15 a.m. in Brussels. Sanofi fell 0.5 percent to 73.08 euros in Paris, while Novo dropped 0.7 percent to 345.35 kroner in Copenhagen.
Ablynx's most advanced treatment, called caplacizumab, is poised for approval this year for an unusual disorder in which blood clots form in small vessels throughout the body. The Belgian company estimates it could garner annual sales of 1.2 billion euros at its peak.
Ablynx represents “a strong strategic fit, especially after Sanofi's acquisition of Bioverativ,” Rebekah Harper, an analyst at Credit Suisse, wrote in a note to clients.
Reaching Out
Sanofi will begin a tender offer for all of Ablynx's outstanding shares. The deal is contingent on shareholders tendering at least 75 percent of the stock. Sanofi entered into a bank credit facility with BNP Paribas SA.
Novo's bid, unveiled Jan. 8, included an upfront cash offer of 28 euros a share and additional cash payments known as contingent value rights of up to 2.50 euros per share tied to the success of two experimental medicines. Ghent, Belgium-based Ablynx's largest shareholder had said it might be receptive to a higher offer that reflected the value of those products.
Ablynx and its advisers reached out to other potential suitors including Sanofi, Merck & Co. and Roche Holding AG to gauge interest after spurning Novo's unsolicited bid, people with knowledge of the matter have said.
Morgan Stanley and Lazard Ltd. acted as Sanofi's financial advisers while Weil, Gotshal & Manges LLP and NautaDutilh served as legal counsels. Ablynx was advised by JPMorgan Chase & Co. Eubelius CVBA, Goodwin Procter LLP and Linklaters LLP were the Belgian company's legal counsels.
--With assistance from Christian Wienberg and Marine Strauss
To contact the reporter on this story: James Paton in London at jpaton4@bloomberg.net.
To contact the editors responsible for this story: Eric Pfanner at epfanner1@bloomberg.net, Marthe Fourcade, Phil Serafino
©2018 Bloomberg L.P.
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