Regeneron Announces Amendment to Investor Agreement with Sanofi
TARRYTOWN, N.Y., Jan. 13, 2014
TARRYTOWN, N.Y., Jan. 13, 2014 /PRNewswire/ -- Regeneron Pharmaceuticals, Inc.
(NASDAQ: REGN) today announced that it has amended and restated its investor
agreement with Sanofi (EURONEXT: SAN and NYSE: SNY), which was originally
entered into in December 2007.
Under the terms of the amended and restated agreement, Sanofi retains its
right to acquire up to 30% of Regeneron's outstanding common stock and Class A
stock and gains the right to nominate a single independent director to the
Regeneron Board of Directors upon reaching 20% ownership of Regeneron's
outstanding common stock and Class A stock.The new independent director must
be approved by Regeneron's board based on Sanofi's proposals and not have any
current or previous relationship with Sanofi.All shares of Regeneron's common
stock owned by Sanofi now or in the future are subject to an amended "Lock-Up"
provision that prohibits any sales through at least December 20, 2020 and
imposes certain restrictions on the manner of sales thereafter. In addition,
Sanofi has agreed to be bound by an amended voting agreement which specifies
that Sanofi must vote its shares as recommended by Regeneron's board except in
certain defined circumstances, and revised "standstill" provisions that
continue to prohibit Sanofi from seeking to directly or indirectly exert
control over Regeneron or acquiring more than 30% of Regeneron's outstanding
common stock and Class A stock, except under certain specified
conditions.Sanofi's current ownership of Regeneron is 15.8 million shares,
representing approximately 16% of Regeneron's outstanding common stock and
Class A stock.
About Regeneron Pharmaceuticals, Inc.
Regeneron is a leading science-based biopharmaceutical company based in
Tarrytown, New York that discovers, invents, develops, manufactures, and
commercializes medicines for the treatment of serious medical conditions.
Regeneron markets medicines for eye diseases, colorectal cancer, and a rare
inflammatory condition and has product candidates in development in other
areas of high unmet medical need, including hypercholesterolemia, oncology,
rheumatoid arthritis, asthma and atopic dermatitis.For additional information
about the company, please visit www.regeneron.com.
Regeneron Forward-Looking Statement
This news release includes forward-looking statements that involve risks and
uncertainties relating to future events and the future performance of
Regeneron, and actual events or results may differ materially from these
forward-looking statements. Words such as "anticipate," "expect," "intend,"
"plan," "believe," "seek," "estimate," variations of such words and similar
expressions are intended to identify such forward-looking statements, although
not all forward-looking statements contain these identifying words. These
statements concern, and these risks and uncertainties include, among others,
the nature, timing, and possible success and therapeutic applications of
Regeneron's products, product candidates, and research and clinical programs
now underway or planned, including without limitation EYLEA® (aflibercept)
Injection; unforeseen safety issues resulting from the administration of
products and product candidates in patients, including serious complications
or side effects in connection with the use of Regeneron's product candidates
in clinical trials; the likelihood and timing of possible regulatory approval
and commercial launch of Regeneron's late-stage product candidates and new
indications for marketed products; ongoing regulatory obligations and
oversight impacting Regeneron's research and clinical programs and business;
determinations by regulatory and administrative governmental authorities which
may delay or restrict Regeneron's ability to continue to develop or
commercialize Regeneron's products and product candidates; competing drugs and
product candidates that may be superior to Regeneron's products and product
candidates; uncertainty of market acceptance and commercial success of
Regeneron's products and product candidates; the ability of Regeneron to
manufacture and manage supply chains for multiple products and product
candidates; coverage and reimbursement determinations by third-party payers,
including Medicare and Medicaid; unanticipated expenses; the costs of
developing, producing, and selling products; the ability of Regeneron to meet
any of its sales or other financial projections or guidance and changes to the
assumptions underlying those projections or guidance; the potential for any
license or collaboration agreement, including Regeneron's agreements with
Sanofi and Bayer HealthCare, to be cancelled or terminated without any further
product success; and risks associated with third party intellectual property
and pending or future litigation relating thereto. A more complete
description of these and other material risks can be found in Regeneron's
filings with the United States Securities and Exchange Commission, including
its Form 10-K for the year ended December 31, 2012 and its Form 10-Q for the
quarterly period ended September 30, 2013. The reader is cautioned not to rely
on any forward-looking statements made by Regeneron. Regeneron does not
undertake any obligation to update publicly any forward-looking statement,
including without limitation any financial projection or guidance, whether as
a result of new information, future events, or otherwise.
Manisha Narasimhan, Ph.D. Peter Dworkin
Investor Relations Corporate
SOURCE Regeneron Pharmaceuticals, Inc.
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