Ropes & Gray Advises Provention Bio in $2.9 Billion Sale to Sanofi

Ropes & Gray represented Provention Bio, Inc., a biopharmaceutical company dedicated to intercepting and preventing immune-mediated diseases, in a sales agreement to global healthcare company Sanofi for $25.00 per share in cash, representing an equity value of approximately $2.9 billion. The transaction was announced on March 13.

The transaction adds an innovative first-in-class therapy in type 1 diabetes to Sanofi’s core asset portfolio. The companies have co-promoted Provention’s TZIELD (teplizumab-mzwv), the first immunomodulatory disease-modifying therapy approved in the U.S. to delay the onset of Stage 3 type 1 diabetes (T1D) in adults and pediatric patients age 8 and older with stage 2 T1D. Sanofi aims to maximize TZIELD’s potential as a transformative therapy globally and in the U.S. to delay the onset of Stage 3 type 1 diabetes. Provention Bio’s pipeline includes commercial therapies and clinical-stage product candidates for autoimmune diseases including T1D, celiac disease and lupus.

Under the agreement, Sanofi will commence a cash tender offer to acquire all outstanding shares of Provention Bio for $25.00 per share in cash. Following a successful completion of the tender offer, a wholly owned subsidiary of Sanofi will merge with and into Provention Bio, and all the outstanding Provention shares that are not tendered in the tender offer will be converted into the right to receive the same $25.00 per share in cash offered to Provention shareholders in the tender offer. Sanofi plans to fund the transaction with available cash resources. The transaction is expected to be completed in the second quarter of 2023.

The Ropes & Gray team was led by mergers & acquisitions partner Suni Sreepada and capital markets partner Tom Danielski and mergers & acquisitions associate Nicholas Roper and included antitrust partners Mike McFalls and Ruchit Patel, employment & benefits partner Renata Ferrari, litigation & enforcement partners Ama Adams, Dan McCaughey and Bil Davidson, IP transactions partner Amanda Austin, life sciences regulatory & compliance partner Lincoln Tsang, business restructuring partners Gregg Galardi and Cristine Schwarzman, leveraged finance partner Jay Kim, employment & benefits counsel Christa Sanchez, litigation & enforcement counsel Emerson Siegle and Dervla Broderick and employment & benefits principle Christine Joyce.