By Regeneron Pharmaceuticals, Inc.
Published: Monday, Feb. 11, 2013 - 6:42 am
TARRYTOWN, N.Y., Feb. 11, 2013 -- /PRNewswire/ -- Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN) today announced that it received from Sanofi a notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) that Sanofi intends to acquire Common Stock of Regeneron through open market purchases and direct purchases from shareholders. As a result, Sanofi intends that the value of its ownership of voting securities of Regeneron stock will be in excess of the $500 million HSR Act notification threshhold.
Pursuant to the Investor Agreement between Regeneron and Sanofi dated as of December 20, 2007, as amended, Sanofi is bound by certain "standstill" provisions including an agreement not to acquire more than 30% of the outstanding shares of Regeneron's class A stock and common stock. Unless otherwise terminated pursuant to the Investor Agreement, these standstill provisions are in effect until the later of the fifth anniversaries of the expiration or earlier termination of the License and Collaboration Agreement, dated as of November 28, 2007, as amended, between Regeneron and Sanofi, and Regeneron's Collaboration Agreement dated as of September 5, 2003, as amended, with Aventis Pharmaceuticals Inc. (Sanofi's predecessor) for the development and commercialization of ZALTRAP® (ziv-aflibercept).
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, 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 financial performance of Regeneron, and actual events or results may differ materially from these forward-looking statements. 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); unforeseen safety issues resulting from the administration of products and product candidates in patients; the likelihood and timing of possible regulatory approval and commercial launch of Regeneron's late-stage product candidates; 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 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 canceled 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, 2011 and its Form 10-Q for the quarter ended September 30, 2011. 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, unless required by law.
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