Sanofi has agreed to acquire clinical-stage mRNA therapeutics company Translate Bio to advance the application of mRNA technology in the development of therapeutics and vaccines.
Under the agreement, the French drugmaker will buy outstanding shares of Translate Bio at $38.00 per share, for a total equity value of around $3.2bn.
The purchase price indicates a premium of 56% to Translate Bio’s volume-weighted average price per share in the last two months.
The transaction has been approved by the boards of directors of both companies. Translate Bio’s largest shareholder, The Baupost Group, has signed a binding agreement to support the transaction.
Sanofi CEO Paul Hudson said: “Translate Bio adds an mRNA technology platform and strong capabilities to our research, further advancing our ability to explore the promise of this technology to develop both best-in-class vaccines and therapeutics.
“A fully owned platform allows us to develop additional opportunities in the fast-evolving mRNA space. We will also be able to accelerate our existing partnered programs already under development.
“Our goal is to unlock the potential of mRNA in other strategic areas such as immunology, oncology, and rare diseases in addition to vaccines.”
The acquisition builds on Sanofi’s collaboration and exclusive license agreement with Translate Bio to develop mRNA vaccines, signed in June 2018.
In 2020, the mRNA vaccines collaboration was further expanded to address wide-ranging current and future infectious diseases.
The collaboration is currently conducting two mRNA vaccine clinical trials, a Phase 1/2 study of Covid-19 vaccine and a Phase 1 trial of mRNA seasonal influenza vaccine.
Sanofi has expanded its mRNA research capabilities in both immuno-oncology and inflammatory diseases, with the recent acquisition of Tidal Therapeutics for $160m.
It has established an advanced mRNA Centre of Excellence for the development and manufacturing of mRNA-based vaccines.
Translate Bio has an early-stage pipeline in cystic fibrosis and other rare pulmonary diseases, with ongoing discovery work in liver-related diseases.
With the acquisition of Translate Bio, Sanofi will be enabled to advance its efforts to develop transformative medicines using mRNA technology.
Translate Bio CEO Ronald Renaud said: “Sanofi and Translate Bio have a shared commitment to innovation in the mRNA space.
“With Sanofi’s long-standing expertise in developing and commercializing vaccines and other innovative medicines on a global scale, Translate Bio’s mRNA technology is now even better positioned to reach more people, faster.
“The talented and dedicated Translate Bio team has built the foundation of a strong mRNA platform.
“Our expertise coupled with that of Sanofi has driven significant progress under the collaboration thus far, and we believe that this acquisition will strengthen the team’s ability to achieve the full potential of the mRNA technology.”
The deal is expected to be completed in the third quarter of 2021, subject to the satisfaction or waiver of customary closing conditions.
Morgan Stanley served as an exclusive financial advisor and Weil, Gotshal & Manges as a legal counsel to Sanofi for the acquisition.
Centerview Partners served as a lead financial advisor, Paul, Weiss, Rifkind, Wharton & Garrison as a legal counsel to Translate Bio on the transaction.
