Summary
Regeneron Pharmaceuticals, Inc. (REGN) announced on January 11, 2014, the execution of an Amended and Restated Investor Agreement with Sanofi and its subsidiaries. This agreement supersedes the prior investor agreement from 2007, as amended. The key changes focus on defining Sanofi's rights and obligations as a significant investor and partner, particularly concerning board representation, share ownership, and governance. The amendments include provisions for Sanofi to appoint a mutually agreed-upon independent director to Regeneron's Board upon reaching 20% ownership. Furthermore, Sanofi's lock-up period for its Regeneron shares has been extended, and a revised standstill provision limits Sanofi's ability to exert control or acquire more than 30% of Regeneron's stock. These adjustments are designed to clarify the long-term strategic relationship and investment parameters between the two companies.
Key Highlights
- 1Regeneron and Sanofi entered into an Amended and Restated Investor Agreement, replacing their previous agreement.
- 2Sanofi gains the right to appoint an independent director to Regeneron's Board upon reaching 20% ownership of outstanding shares.
- 3Sanofi's lock-up period for its Regeneron shares has been extended, with restrictions on disposition through at least December 20, 2020, or potentially longer based on collaboration agreements.
- 4A revised standstill provision restricts Sanofi from seeking control of Regeneron or acquiring more than 30% of its outstanding capital stock.
- 5Sanofi has agreed to revised voting provisions, generally aligning its votes with the Board's recommendations, with specific exceptions for change-of-control transactions and equity issuances.
- 6Regeneron will provide Sanofi with certain information to facilitate equity accounting under IFRS, subject to confidentiality.
- 7The agreement clarifies the ongoing strategic and investment relationship between Regeneron and Sanofi.