GlobeNewswire Inc | Sep 28, 2020 09:30AM EDT

September 28, 2020

Sanofi completes Principia Biopharma Inc. acquisition

*Principia Biopharma Inc. is now a wholly owned subsidiary of Sanofi

PARIS September 28, 2020 Sanofi announced today the successful completion of its acquisition of Principia Biopharma Inc. (Principia) for $100 per share in cash.

The Principia acquisition further strengthens our core areas of autoimmune and allergic diseases, giving us full control of tolebrutinib (SAR442168), as well as additional BTK inhibitors to further develop, said Paul Hudson, Sanofi Chief Executive Officer. The Principia integration into Sanofi augments our small molecule research capabilities as we look to maintain leadership in the discovery and development of oral medicines for serious illnesses.

The tender offer for all of the outstanding shares of Principia common stock expired as scheduled at one minute after 11:59 p.m., Eastern Time, on Friday, September 25, 2020. The minimum tender condition and all of the other conditions to the offer have been satisfied and on September 28, 2020, Sanofi and its wholly owned subsidiary Kortex Acquisition Corp. (Purchaser), accepted for payment and will promptly pay for all shares validly tendered and not validly withdrawn.

Following its acceptance of the tendered shares, Sanofi completed its acquisition of Principia through the merger of Purchaser with and into Principia, pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Principia continuing as the surviving corporation and becoming an indirect, wholly owned subsidiary of Sanofi.

In connection with the merger, all Principia shares not validly tendered in the tender offer have been converted into the right to receive the same $100 per share in cash, without interest thereon and net of any applicable withholding taxes, that would have been paid had such shares been validly tendered in the tender offer. Principia common stock will cease to be traded on the NASDAQ Global Select Stock Market.

Evercore acted as financial advisor to Sanofi and Weil, Gotshal & Manges LLP acted as its legal counsel. Centerview Partners LLC and BofA Securities, Inc. acted as financial advisors to Principia and Cooley LLP acted as its legal counsel.



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 StatementsThis 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 to thesuccessful integration of Sanofi and Principia, that such integration may bemore difficult, time-consuming or costly than expected or that the expectedbenefits of the acquisition will not be realized, risks related to futureopportunities and plans for the combined company, including uncertainty of theexpected financial performance and results of the combined company, and thepossibility that, if Sanofi does not achieve the perceived benefits of theacquisition as rapidly or to the extent anticipated by financial analysts orinvestors, the market price of Sanofi?s shares could decline, as well as otherrisks related Sanofi?s and Principia?s respective business, including theability to grow sales and revenues from existing products and to develop,commercialize or market new products, competition, including potential genericcompetition, the uncertainties inherent in research and development, includingfuture clinical data and analysis, regulatory obligations and oversight byregulatory authorities, 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.





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