GlobeNewswire Inc | Sep 22, 2020 01:00AM EDT

September 22, 2020

Hart-Scott-Rodino waiting period expires for Sanofi?s acquisition of PrincipiaBiopharma Inc.

PARIS ? September 22, 2020 - Sanofi announced today that the waiting periodunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the?HSR Act?), applicable to Sanofi?s proposed acquisition of Principia BiopharmaInc. (?Principia?, NASDAQ: PRNB) has expired.

On August 28, 2020, Sanofi commenced a tender offer (the ?Offer?) to purchaseall outstanding shares of common stock of Principia (the ?Shares?) for $100 pershare in cash, without interest thereon and net of any applicable withholdingtaxes. As a result of the expiration of the waiting period under the HSR Act,the condition to the Offer relating to the expiration or termination of thewaiting period under the HSR Act has been satisfied.

The consummation of the Offer remains subject to various conditions, includingthe tender of at least a majority of the Shares outstanding immediately priorto the expiration of the Offer and other customary conditions described in theOffer to Purchase filed by Sanofi with the U.S. Securities and ExchangeCommission (the ?SEC?) on August 28, 2020.

The Offer is scheduled to expire one minute past 11:59 p.m., Eastern Time, onFriday, September 25, 2020, unless the Offer is extended in accordance with theMerger Agreement and the applicable rules and regulations of the SEC. The Offerto Purchase, the related Letter of Transmittal and certain other tender offerdocuments, and the Solicitation/Recommendation Statement on Schedule 14D-9filed by Principia, are available to all holders of shares of Principia at noexpense to them. The tender offer materials are available for free at theSEC?s web site at www.sec.gov. Additional copies may be obtained for free bycontacting Sanofi at ir@sanofi.com or on Sanofi?s website at www.sanofi.com/investors.

About Sanofi

Sanofi is dedicated to supporting people through their health challenges. Weare a global biopharmaceutical company focused on human health. We preventillness with vaccines, provide innovative treatments to fight pain and easesuffering. We stand by the few who suffer from rare diseases and the millionswith long-term chronic conditions.

With more than 100,000 people in 100 countries, Sanofi is transformingscientific innovation into healthcare solutions around the globe.

Sanofi, Empowering Life

Investor Relations Contacts Paris Eva Schaefer-Jansen Arnaud Delepine Yvonne Naughton



Media Relations Contact Investor Relations Contacts North AmericaAshleigh Koss Felix LauscherTel.: +1 908-205-2572 Fara Berkowitzashleigh.koss@sanofi.com Suzanne Greco



IR main line Tel.: +33 (0)1 53 77 45 45 ir@sanofi.com https://www.sanofi.com/en/investors/contact

Forward-Looking Statements

This communication contains forward-looking statements. Forward-lookingstatements are statements that are not historical facts and may includeprojections and estimates and their underlying assumptions, statementsregarding plans, objectives, intentions and expectations with respect to futurefinancial results, events, operations, services, product development andpotential, and statements regarding future performance. Forward-lookingstatements are generally identified by the words ?expects?, ?anticipates?,?believes?, ?intends?, ?estimates?, ?plans?, ?will be? and similar expressions.Although Sanofi?s and Principia?s management each believes that theexpectations reflected in such forward-looking statements are reasonable,investors are cautioned that forward-looking information and statements aresubject to various risks and uncertainties, many of which are difficult topredict and generally beyond the control of Sanofi and Principia, that couldcause actual results and developments to differ materially from those expressedin, or implied or projected by, the forward-looking information and statements.These risks and uncertainties include among other things, risks related toSanofi?s and Principia?s ability to complete the acquisition on the proposedterms or on the proposed timeline, including the receipt of required regulatoryapprovals, the possibility that competing offers will be made, other risksassociated with executing business combination transactions, such as the riskthat the businesses will not be integrated successfully, that such integrationmay be more difficult, time-consuming or costly than expected or that theexpected benefits of the acquisition will not be realized, risks related tofuture opportunities and plans for the combined company, including uncertaintyof the expected financial performance and results of the combined companyfollowing completion of the proposed acquisition, disruption from the proposedacquisition making it more difficult to conduct business as usual or tomaintain relationships with customers, employees, manufacturers, suppliers orpatient groups, and the possibility that, if the combined company does notachieve the perceived benefits of the proposed acquisition as rapidly or to theextent anticipated by financial analysts or investors, the market price ofSanofi?s shares could decline, as well as other risks related Sanofi?s andPrincipia?s respective businesses, including the ability to grow sales andrevenues from existing products and to develop, commercialize or market newproducts, competition, including potential generic competition, theuncertainties inherent in research and development, including future clinicaldata and analysis, regulatory obligations and oversight by regulatoryauthorities, such as the FDA or the EMA, including decisions of suchauthorities regarding whether and when to approve any drug, device orbiological application that may be filed for any product candidates as well asdecisions regarding labelling and other matters that could affect theavailability or commercial potential of any product candidates, the absence ofa guarantee that any product candidates, if approved, will be commerciallysuccessful, the future approval and commercial success of therapeuticalternatives, Sanofi?s ability to benefit from external growth opportunitiesand to complete related transactions and/or obtain regulatory clearances, risksassociated with Sanofi?s and Principia?s intellectual property and any relatedpending or future litigation and the ultimate outcome of such litigation,trends in exchange rates and prevailing interest rates, volatile economic andmarket conditions, cost containment initiatives and subsequent changes thereto,and the impact that COVID-19 will have on Sanofi and Principia and theirrespective customers, suppliers, vendors, and other business partners, and thefinancial condition of any one of them, as well as on Sanofi?s and Principia?semployees and on the global economy as a whole. Any material effect ofCOVID-19 on any of the foregoing could also adversely impact Sanofi andPrincipia. This situation is changing rapidly and additional impacts may ariseof which Sanofi and Principia are not currently aware and may exacerbate otherpreviously identified risks. While the list of factors presented here isrepresentative, no list should be considered a statement of all potentialrisks, uncertainties or assumptions that could have a material adverse effecton Sanofi?s consolidated financial condition or results of operations. Theforegoing factors should be read in conjunction with the risks and cautionarystatements discussed or identified in the public filings with the U.S.Securities and Exchange Commission (the ?SEC?) and the AMF made by Sanofi,including those listed under ?Risk Factors? and ?Cautionary Statement RegardingForward-Looking Statements? in Sanofi?s annual report on Form 20-F for the yearended December 31, 2019, and the current reports on Form 8-K, quarterly reportson Form 10-Q and annual reports on Form 10-K filed by Principia with the SEC.The forward-looking statements speak only as of the date hereof and, other thanas required by applicable law, Sanofi and Principia do not undertake anyobligation to update or revise any forward-looking information or statements.

Additional Information and Where to Find It

This communication is for informational purposes only and is neither an offerto purchase nor a solicitation of an offer to sell shares of Principia commonstock. Sanofi and its acquisition subsidiary have filed with the SEC a tenderoffer statement on Schedule TO, and Principia has filed a Solicitation/Recommendation Statement on Schedule 14D-9, all with respect to the Offer (asdefined in those documents). HOLDERS OF SHARES OF PRINCIPIA ARE URGED TO READTHE RELEVANT TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THERELATED LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER DOCUMENTS) AND THESOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY CONTAIN IMPORTANTINFORMATION THAT PRINCIPIA STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANYDECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the relatedLetter of Transmittal and certain other tender offer documents, as well as theSolicitation/Recommendation Statement, are available to all holders of sharesof Principia at no expense to them. The tender offer materials and theSolicitation/Recommendation Statement are available for free at the SEC?s website at www.sec.gov. Additional copies may be obtained for free by contactingSanofi at ir@sanofi.com or on Sanofi?s website at https://en.sanofi.com/investors.

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