Sanofi declares the Offer for Kiadis unconditional

This is a joint press release by Sanofi Foreign Participations B.V. (the “Offeror”), Sanofi (“Sanofi”) and Kiadis Pharma N.V. (“Kiadis”), pursuant to the provisions of Article 16, paragraph 1 and 2 and Article 17 paragraph 1 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the “Decree”) in connection with the intended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Kiadis (the “Offer”). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum dated 10 February 2021 (the “Offer Memorandum”), approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) on 10 February 2021 and recognized by the Belgian Authority for the Financial Markets (Autoriteit voor Financiële Diensten en Markten) on 11 February 2021. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

Sanofi declares the Offer for Kiadis unconditional
95.03% of Kiadis shares in total committed under the Offer

• 95.03% of the Shares on a Fully Diluted basis have been tendered or irrevocably committed to be delivered to Sanofi at settlement of the Offer.
• All Offer Conditions are now satisfied or waived.
• Sanofi declares the Offer for Kiadis unconditional.
• Settlement of the Offer will take place on 16 April 2021, at which date the Offer Price of EUR 5.45 per Tendered Share will be paid.
• Remaining Shares can be tendered during the Post-Closing Acceptance Period, commencing on 14 April 2021 and ending on 28 April 2021.

Paris, France and Amsterdam, The Netherlands, 13 April 2021 – The Offeror, Sanofi (Euronext: SAN and NYSE: SNY) and Kiadis (Euronext Amsterdam and Brussels: KDS) today are pleased to announce that that a total of 95.03% of the Kiadis shares on a Fully Diluted basis have been tendered or irrevocably committed to be delivered to Sanofi at Settlement Date under the Offer by Sanofi. Sanofi declares the Offer unconditional (doet gestand) now all Offer Conditions described in the Offer Memorandum have either been satisfied or waived. As a result of the adoption of the Post-Offer Restructuring Resolution at the Kiadis extraordinary meeting of shareholders (“EGM”) of 30 March 2021, under the terms and subject to the conditions of the Offer, the Acceptance Threshold is 80% (and not 95%) of Kiadis' aggregate issued and outstanding ordinary share capital on a Fully Diluted basis, as of the time and date on which the Offer expires.