Paris-based Sanofi will pay 45 a share in cash for all outstanding shares of Ablynx, it said yesterday.
The price is 48percent above Novo’s offer of as much as 30.50 a share. In Bagsvaerd, Denmark-based Novo conceded that it had lost, saying that it won’t try to outbid Sanofi.
The takeover will complement the $11.6bn (R137.42bn) purchase of Bioverativ, a maker of drugs for haemophilia, that Sanofi announced a week ago. Chief executive Olivier Brandicourt is returning to acquisitions to enter the field of blood disorders after losing out on two attempted takeovers in 2016.
Sanofi’s arrival as a white knight is a setback for Novo’s effort to bolster its stable of treatments for rare blood disorders as its main diabetes business grapples with price pressures.
For Novo, “it’s very difficult to come back in once the two company boards have agreed on a deal,” Soren Lontoft Hansen, an analyst at Sydbank, said.
“And the difference between Novo’s initial offer and what they would have to offer now would also be too big.”
Ablynx shares jumped 20percent to 44.68 at 11.15am in Brussels.
Sanofi fell 0.5percent to 73.08 in Paris, while Novo dropped 0.7percent to 345.35 kroner (R682.77) in Copenhagen.
Ablynx’s most advanced treatment, called caplacizumab, is poised for approval this year for an unusual disorder in which blood clots form in small vessels throughout the body. The Belgian company estimates it could garner annual sales of 1.2bn at its peak.
Ablynx represents “a strong strategic fit, especially after Sanofi’s acquisition of Bioverativ,” Rebekah Harper, an analyst at Credit Suisse, wrote in a note to clients.
Sanofi will begin a tender offer for all of Ablynx’s outstanding shares. The deal is contingent on shareholders tendering at least 75percent of the stock. Sanofi entered into a bank credit facility with BNP Paribas.
Novo’s bid, unveiled on January 8, included an upfront cash offer of 28 a share and additional cash payments known as contingent value rights of up to 2.50 per share tied to the success of two experimental medicines.
Ghent, Belgium-based Ablynx’s largest shareholder, had said it might be receptive to a higher offer that reflected the value of those products.
Ablynx and its advisers reached out to other potential suitors including Sanofi, Merck and Roche Holding to gauge interest after spurning Novo’s unsolicited bid, people with knowledge of the matter have said.
Morgan Stanley and Lazard acted as Sanofi’s financial advisers while Weil, Gotshal & Manges and NautaDutilh served as legal counsels.
Ablynx was advised by JPMorgan Chase & Co. Eubelius CVBA, Goodwin Procter and Linklaters were the Belgian company’s legal counsels.