Judgment rendered in statutory buy-out proceedings – Kiadis shareholders can voluntarily transfer their shares to Sanofi before 7 June 2022 12:00 CET
On 10 May 2022, the Enterprise Court of the Amsterdam Court of Appeal rendered its judgment in the statutory buy-out proceedings ( uitkoopprocedure) initiated by Sanofi Foreign Participations B.V. ("Sanofi") against the other holders of shares in the capital of Kiadis Pharma N.V. ("Kiadis").
On the basis of Article 2:359c of the Dutch Civil Code, the Enterprise Court has ordered all holders of shares in the capital of Kiadis other than Sanofi to transfer the unencumbered right to the shares in the capital of Kiadis held by each of these shareholders to Sanofi against payment by Sanofi of the amount determined by the Enterprise Court. The Enterprise Court has set the price of each share to be transferred at EUR 5.45 as of 16 April 2021. The Enterprise Court has held that this amount, as long as and insofar as it has not been paid, is to be increased with statutory interest on the amount from 16 April 2021 until the day of the transfer or consignment in accordance with Article 2:359c of the Dutch Civil Code. The Enterprise Court has furthermore held that any distributions made payable on the shares in the aforementioned period are to be deducted from the amount on the day of payment.
Sanofi gives holders of registered shares (aandelen op naam) in the capital of Kiadis the opportunity to voluntarily transfer the unencumbered right to their shares to Sanofi by no later than Tuesday 7 June 2022, 12:00 CET through a notarial deed of transfer for their shares before one of the civil-law notaries of NautaDutilh N.V. or one of their deputies. Holders of registered shares who wish to voluntarily transfer their shares in the capital of Kiadis to Sanofi are requested to contact Sanofi's counsel at NautaDutilh N.V. (Mr. F.G.K. Overkleeft, whose contact details are listed below) by no later than Monday 30 May 2022, so that the notarial deed of transfer can be timely drawn up.
Sanofi gives holders of book-entry shares (girale aandelen) in the capital of Kiadis the opportunity to voluntarily transfer the unencumbered right to their shares to Sanofi by no later than Tuesday, 7 June 2022, 12:00 CET by transferring these shares into the designated securities account of ING Bank N.V., Bijlmerdreef 106 in (1102 CT) Amsterdam under the name of Euroclear Nederland – Account 29710.
Sanofi will transfer the amounts to be paid in connection with voluntary transfers of shares with interest on Wednesday 8 June 2022 to the shareholders who have transferred their shares by no later than 7 June 2022, 12:00 CET. Sanofi will not reimburse any costs.
Consignment and transfer by operation of law
For all remaining shares in the capital of Kiadis that are not voluntarily transferred to Sanofi under the voluntary transfer arrangement set out above, Sanofi will proceed to consign (consigneren) the amount to be paid in connection with these shares with interest in accordance with Article 2:359c(9) of the Dutch Civil Code. Upon consignment, the unencumbered right to such shares will pass to Sanofi by operation of law.
Sanofi will subsequently request the application of the ‘Euroclear Nederland Consignatiekasprocedure’ with regard to the remaining shares in the capital of Kiadis held in the book-entry system. When applying this procedure, Euroclear Nederland, together with its affiliated institutions, will arrange for payment of the amount to be paid in connection with the shares with interest to the relevant former shareholders.
A copy of the judgment of the Enterprise Court of 10 May 2022 is available from Mr. F.G.K. Overkleeft, NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, telephone: + 31 20 7171 573, email: email@example.com
The information in the press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Sanofi and Kiadis disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Sanofi, nor Kiadis, nor any of their advisors assumes any responsibility for any violation by any of these restrictions. Any Kiadis shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.