Final results of the Offer for Kiadis: 97.39% of Kiadis Shares in total committed under the Offer

On April 29, 2021 The Offeror, Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis (Euronext Amsterdam and Brussels: KDS) reported that during the Post-Closing Acceptance Period, which expired at 17:40 (CET) today, 1,436,922 Shares were tendered under the Offer, representing approximately 2.35% of the aggregate issued and outstanding ordinary share capital of Kiadis on a Fully Diluted basis (Press release, Sanofi, APR 29, 2021, View Source [SID1234578749]). Including the 58,051,156 Shares already held by Sanofi following Settlement, this is a total of 59,488,078 Shares, representing approximately 97.39% of the aggregate issued and ordinary outstanding share capital of Kiadis on a Fully Diluted basis.

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Settlement

Shareholders who accepted the Offer shall receive the Offer Price for each Tendered Share tendered during the Post-Closing Acceptance Period and transferred (geleverd) to the Offeror for acceptance pursuant to the Offer, under the terms and conditions set out in the Offer Memorandum. Reference is made to Section 5.12 (Post-Closing Acceptance Period) of the Offer Memorandum.

Settlement of the Shares and payment of the Offer Price will take place on 3 May 2021. Following settlement of the Shares tendered during the Post-Closing Acceptance Period, the Offeror will (directly or indirectly) hold 59,488,078 Shares, representing approximately 97.39% of the aggregate issued and outstanding ordinary share capital of Kiadis on a Fully Diluted basis.

ING Bank N.V. has been acting as settlement and exchange agent in connection with the Offer.

Buy-Out

Since the Offeror owns more than 95% of the Shares, the Offeror will initiate the statutory Buy-Out in an expeditious manner in order to obtain 100% of the Shares. Reference is made to section 6.11(c) (Buy-Out) of the Offer Memorandum.

Delisting

As a result of the acquisition of more than 95% of the Shares by the Offeror, the listing and trading of the Shares on Euronext will be terminated.
In consultation with Euronext, it has been decided that the last day of trading of the Shares will be on 24 May 2021. This means that the termination of the listing of the Shares shall be effective as of 25 May 2021. Reference is made to Sections 6.11(a) (Intentions following the Offer being declared unconditional) and Section 6.11(b) (Liquidity and delisting) of the Offer Memorandum.

Announcements

Any announcement contemplated by the Offer Memorandum will be issued by press release. Any press release issued by the Offeror will be made available on the website of the Offeror (www.sanofi.com). Any press release issued by Kiadis will be made available on the website (www.kiadis.com).

Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described above.

Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement.
Digital copies of the Offer Memorandum are available on the website of the Offeror (www.sanofi.com) and digital copies of the Position Statement are available on the website of Kiadis (www.kiadis.com). Such websites do not constitute part of, and are not incorporated by reference into, the Offer Memorandum. Copies of the Offer Memorandum and the Position Statement are on request also available free of charge at the offices of Kiadis and the Settlement Agent at the addresses below:

Kiadis
Kiadis Pharma N.V.
Paasheuvelweg 25A
1105 BP Amsterdam
The Netherlands

Settlement Agent
ING Bank N.V.
Bijlmerdreef 106
1102 CT Amsterdam
The Netherlands

Vedanta Biosciences to Present at the SVB Leerink Biopharma Private Company Connect Event

On April 29, 2021 Vedanta Biosciences, a leading clinical-stage microbiome company developing a new category of oral therapies using rationally defined bacterial consortia manufactured from clonal cell banks, reported that members of its management team will participate in the SVB Leerink Biopharma Private Company Connect Event being held virtually Thursday, May 6 – Friday, May 7, 2021 (Press release, Vedanta Biosciences, APR 29, 2021, View Source [SID1234578747]).

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Event: SVB Leerink Biopharma Private Company Connect Event
Date: Thursday, May 6 – Friday, May 7, 2021

Ziopharm Oncology to Report First Quarter Financial Results on May 6, 2021

On April 29, 2021 Ziopharm Oncology, Inc. (Nasdaq: ZIOP), reported that it will report first quarter 2021 financial results on Thursday, May 6, 2021 after the financial markets close, and host its annual shareholder meeting on May 19, 2021 (Press release, Ziopharm, APR 29, 2021, View Source [SID1234578746]). Details for each is as follows:

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Earnings Conference Call and Webcast

Ziopharm will host a conference call and webcast for the investment community on May 6, 2021, at 4:30 p.m. EDT. The conference call can be accessed by dialing 855-327-6837 (U.S. and Canada) or 631-891-4304 (International). The passcode for the conference call is 10013973. A live webcast may be accessed using the link here, or by visiting the "Investors" section of the Ziopharm website at www.ziopharm.com. The call will be recorded and available for replay on the Company’s website for approximately 90 days after the call.

Annual Meeting of Stockholders

Ziopharm will host its annual meeting virtually on May 19, 2021 at 9:00 am EDT. Shareholders and interested stakeholders may attend the meeting by visiting www.virtualshareholdermeeting.com/ZIOP2021. Shareholders can submit questions and vote their shares electronically during the meeting using the same link.

Syros to Report First Quarter 2021 Financial Results on Thursday May 6, 2021

On April 29, 2021 Syros Pharmaceuticals (NASDAQ:SYRS), a leader in the development of medicines that control the expression of genes, reported that it will host a live conference call and webcast at 8:30 a.m. ET on Thursday, May 6, 2021 to report its first quarter 2021 financial results and provide a corporate update (Press release, Syros Pharmaceuticals, APR 29, 2021, View Source [SID1234578743]).

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To access the live conference call, please dial 866-595-4538 (domestic) or 636-812-6496 (international), and refer to conference ID 5770919. A webcast of the call will also be available on the Investors & Media section of the Syros website at www.syros.com. An archived replay of the webcast will be available for approximately 30 days following the presentation.

Agios Reports Business Highlights and First Quarter 2021 Financial Results

On April 29, 2021 Agios Pharmaceuticals, Inc. (NASDAQ: AGIO), a leader in the field of cellular metabolism to treat genetically defined diseases, reported business highlights and financial results for the first quarter ended March 31, 2021.

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"With the recent closing of the sale of our oncology business, we are excited to embrace a focused future in genetically defined diseases," said Jackie Fouse, Ph.D., chief executive officer at Agios. "In the weeks and months ahead, we look forward to a number of important catalysts, beginning with presentations at the EHA (Free EHA Whitepaper) 2021 Virtual Congress, where we will share data from our ACTIVATE and ACTIVATE-T studies of mitapivat in adults with pyruvate kinase (PK) deficiency, as well as data from our Phase 2 study of mitapivat in thalassemia. The PK deficiency data will form the basis of our upcoming submissions for regulatory approval in the U.S. this quarter and in the EU mid-year. Additionally, we look forward to further exploring the impact of mitapivat in thalassemia and sickle cell disease as we launch two Phase 3 studies and a Phase 2/3 study, respectively, later this year. The courage and needs of the patients and families that we seek to serve continue to be our great motivation, and we are proud of our recent educational and patient-focused efforts that aim to make a meaningful impact on rare hemolytic anemia communities."

FIRST QUARTER 2021 & RECENT HIGHLIGHTS
Closed the sale of commercial, clinical and research-stage oncology portfolio to Servier Pharmaceuticals, LLC, on March 31, 2021.

Initiated the repurchase of up to $1.2 billion of outstanding shares, as authorized by the board of directors, and entered into a definitive agreement with Bristol-Myers Squibb Company (BMS) to repurchase 7,121,658 shares of Agios common stock held by BMS and its affiliates for an aggregate purchase price of $344.5 million, or $48.38 per share. Agios expects to execute a meaningful portion of the planned repurchases by year-end through a combination of 10b5-1 plans and open market purchases.

Supported several educational and patient-focused initiatives, including the sponsorship of a health literacy program for sickle cell disease and the launch of a collaboration with 23andMe that led to addition of the very first PK deficiency carrier status report.

KEY UPCOMING MILESTONES

Finalize global regulatory filings for mitapivat in adults with PK deficiency; submit new drug application (NDA) in the U.S. in the second quarter of 2021 and marketing authorization application (MAA) in the EU in mid-2021.
Initiate two Phase 3 studies of mitapivat, ENERGIZE and ENERGIZE-T, in not regularly transfused and regularly transfused adults with thalassemia in the second half of 2021.
Initiate Phase 2/3 study of mitapivat in sickle cell disease by year-end.
Prioritize new indications for pyruvate kinase R (PKR) and pyruvate kinase M2 (PKM2) activator clinical development by year-end.

Data Presentations
Present data from the following clinical studies for presentation at the EHA (Free EHA Whitepaper) Virtual Congress, hosted June 9-17, 2021:
Phase 3 ACTIVATE study of mitapivat in adults with PK deficiency who do not receive regular transfusions
Phase 3 ACTIVATE-T study of mitapivat in adults with PK deficiency who receive regular transfusions
Phase 2 study of mitapivat in adults with α- and β-thalassemia who do not receive regular transfusions
Submit data from ongoing clinical studies of mitapivat in sickle cell disease for presentation at medical meetings in 2021.
Present data from the Phase 1 study of AG-946, the company’s next-generation PKR activator, in healthy volunteers by year-end.

FIRST QUARTER 2021 FINANCIAL RESULTS

Research and Development (R&D) Expenses: R&D expenses for continuing operations were $57.7 million for the first quarter of 2021 compared to $55.4 million for the first quarter of 2020. The year-over-year increase in R&D was driven primarily by start-up costs associated with the Phase 3 studies of mitapivat in thalassemia and sickle cell disease.

Selling, General and Administrative (SG&A) Expenses: SG&A expenses for continuing operations were $33.6 million for the first quarter of 2021 compared to $31.7 million for the first quarter of 2020. The year-over-year increase in SG&A expenses was primarily attributable to one-time workforce expense.

Discontinued Operations: Due to the sale of the oncology business during the first quarter of 2021, we have reclassified the results of the oncology business as discontinued operations, including total revenue of $41.4 million, TIBSOVO net sales of $37 million, and operating expenses of $50.2 million related to discontinued operations.
Net Income: Net income was $1.9 billion for the first quarter of 2021 compared to a net loss of $40.3 million for the first quarter of 2020.

Cash Position and Guidance: Cash, cash equivalents and marketable securities as of March 31, 2021 were $2.4 billion compared to $613.1 million as of March 31, 2020. The company expects that its cash, cash equivalents and marketable securities as of March 31, 2021, together with anticipated interest income, future product sales and TIBSOVO royalties, will enable the company to fund its planned operating expenses and capital expenditure requirements through major catalysts and to cash-flow positivity without the need to raise additional equity.

CONFERENCE CALL INFORMATION

Agios will host a conference call and live webcast with slides today at 8:00 a.m. ET to discuss first quarter 2021 financial results and recent business activities. To participate in the conference call, please dial 1-877-377-7098 (domestic) or 1-631-291-4547 (international) and refer to conference ID 4497151. The live webcast can be accessed under "Events & Presentations" in the Investors section of the company’s website at www.agios.com. The archived webcast will be available on the company’s website beginning approximately two hours after the event.