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UPDATE: Regeneron (REGN) Announces Proposed 12.8M Share Secondary by Sanofi (SNY) and $5B Share Buyback

May 26, 2020 5:47 AM
(Updated - May 26, 2020 6:47 AM EDT)

Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN) today announced the commencement of an underwritten public secondary offering of its common stock through which Sanofi (NASDAQ: SNY) intends to exit its investment in Regeneron shares. The shares being offered by Sanofi will be sold in an underwritten public offering. Sanofi (NYSE: SNY) currently owns approximately 23.2 million Regeneron shares and intends to sell approximately 12.8 million shares in the public offering.1 Sanofi also expects to grant the underwriters a 30-day option to purchase an additional 10% of the shares offered in the base offering. The registered offering and share repurchase will have no impact on the ongoing collaboration between Regeneron and Sanofi.

Regeneron also announced today that subject to and immediately following the close of the secondary offering, Regeneron agreed to repurchase approximately $5 billion of common stock directly from Sanofi. The purchase price to be paid by Regeneron will be equal to the net offering price per share after deducting any underwriters' discount and commission. Regeneron will fund the purchase with a combination of $3.5 billion of cash on hand and $1.5 billion of fully-committed bridge financing from Goldman Sachs Bank USA.

Following the offering and Regeneron's $5 billion share repurchase, and assuming that the underwriters exercise their option to purchase additional shares in full, Sanofi will have disposed of all of its shares, other than 400,000 shares it intends to retain. Regeneron will not receive any of the proceeds from the sale of shares in this offering. The offering will occur simultaneously in the United States and internationally through underwriters led by BofA Securities and Goldman Sachs as joint book-running managers.

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