Adds pro­pri­e­tary next gen­er­a­tion nat­u­ral killer (K-NK) cell plat­form and pipe­line of cell-based can­cer im­mune-therapeutics and infectious dis­ease ther­a­pies

Paris, France and Amsterdam, Netherlands (Press Release) – Sanofi and Kiadis, a clin­i­cal-stage bio­pharma­ceu­tical com­pany devel­op­ing inno­va­tive ‘off the shelf’ nat­u­ral killer (NK) cell based med­i­cines for the treat­ment of life-threatening dis­eases, entered into a definitive agree­ment under which Sanofi will make a pub­lic offer (sub­ject to satisfaction of cer­tain customary con­di­tions) to acquire the entire share capital of Kiadis for EUR 5.45 per share, rep­re­senting an aggregate adjusted equity value of €308m¹.

“We be­lieve the Kiadis ‘off the shelf’ K-NK cell tech­nology plat­form will have broad appli­ca­tion against liquid and solid tumors, and create synergies with Sanofi’s emerging immuno-oncology pipe­line, pro­vid­ing oppor­tu­ni­ties for us to pur­sue po­ten­tial best-in-disease ap­proaches,” said John Reed, M.D., Ph.D., Global Head of Re­search & De­vel­op­ment at Sanofi.

“Kiadis’ vision is to bring novel cell-based med­i­cines to people with life-threatening dis­eases, and this trans­action will help achieve that vision,” said Arthur Lahr, Chief Exec­u­tive Of­fi­cer of Kiadis. “After the dis­con­tinu­a­tion of our lead prod­uct can­di­date and sub­se­quent reorganization in 2019, we restarted Kiadis in 2020 as an entirely new com­pany focused solely on the pro­pri­e­tary and dif­fer­en­ti­ated NK-cell plat­form that we ob­tained through the ac­qui­si­tion of Cytosen Thera­peutics. Sanofi’s offer is a clear testimony to the uniqueness of our NK-cell plat­form and the rapid success of Kiadis’ trans­formation. The Kiadis Boards unanimously be­lieve that Sanofi has the resources and fi­nan­cial strength to ac­cel­er­ate de­vel­op­ment of our NK-cell prod­ucts, to the ben­e­fit of patients. We be­lieve this trans­action rep­re­sents compelling value to share­holders and offers a fair reflection of the po­ten­tial of our plat­form and pipe­line, given the risk/reward profile typ­i­cal to bio­tech and the capital re­quired to execute our busi­ness plan. Finally, this trans­action will pro­vide ex­cel­lent career oppor­tu­ni­ties for our em­ploy­ees, who will be viewed by Sanofi as their in­ternal cell-therapy experts.”

Innovative K-NK cell plat­form

Kiadis’ pro­pri­e­tary plat­form is based on allo­geneic or ‘off-the-shelf' NK cells from a healthy donor. NK cells seek and identify malignant can­cer cells and have broad appli­ca­tion across var­i­ous tumor types. The plat­form has the po­ten­tial to make prod­ucts rapidly and eco­nom­ically avail­able for a broad patient pop­u­la­tion across a wide range of in­di­ca­tions.

Kiadis’ NK cell-based med­i­cines will be devel­oped alone and in com­bi­na­tion with Sanofi’s existing plat­forms.

Complementary strong science to gen­er­ate first-in-class med­i­cines and stra­te­gic fit across core thera­peutic areas

Sanofi’s re­search, de­vel­op­ment, and com­mer­cial ex­per­tise will be le­ver­aged to ad­vance Kiadis’ pipe­line, which in­cludes NK cell based med­i­cines for the treat­ment of patients undergoing hema­to­poietic stem cell trans­plant, liquid and solid tumors, as well as infectious dis­ease.

In July 2020, Sanofi li­censed Kiadis’ pre-clinical K-NK004 pro­gram for po­ten­tial com­bi­na­tion for mul­ti­ple myeloma.

Kiadis’ pipe­line of NK cell ther­a­pies in­cludes:

K-NK002 is in a Phase 2 clin­i­cal study eval­u­ating NK cells to prevent post-transplant relapse in patients with acute myeloid leukemia (AML) and myelo­dys­plastic syn­dromes. The Phase 2 trial will be con­ducted in col­lab­o­ration with premier U.S. trans­plant centers.

K-NK003 is a Phase 1 study eval­u­ating NK cells for patients with re­lapsed or re­frac­tory AML.

KNK-ID-101 is a pro­gram eval­u­ating the properties of K-NK cells and their suitability to fight SARS-CoV-2 and the op­tion to de­vel­op K-NK cells as a post-exposure pre-emptive ther­apy for COVID-19 in high risk patients. Kiadis plans to ini­ti­ate a phase 1/2a clin­i­cal trial eval­u­ating use of K-NK cells to treat COVID-19 patients with gov­ern­ment grant fund­ing.

Accelerates the clin­i­cal de­vel­op­ment and broadens patient reach of cur­rent Kiadis pipe­line

Subject to the com­ple­tion of the pub­lic offer, Sanofi will pro­vide the resources and capabilities nec­es­sary to ac­cel­er­ate the de­vel­op­ment of cur­rent Kiadis pro­grams for the treat­ment of blood tumors, solid can­cers, and infectious dis­eases, maximizing their po­ten­tial to the ben­e­fit of patients.

About Kiadis

Founded in 1997, Kiadis is com­mit­ted to devel­op­ing inno­va­tive cell-based med­i­cines for patients with life-threatening dis­eases. With head­quar­ters in Amsterdam, The Netherlands, and offices and ac­tiv­i­ties across the United States, Kiadis is reimagining med­i­cine by leveraging the nat­u­ral strengths of humanity and our collective im­mune sys­tem to source the best cells for life.

Kiadis is listed on the regulated mar­ket of Euro­next Amsterdam and Euro­next Brussels since July 2, 2015, under the symbol KDS. Learn more at www.kiadis.com.

About the offer

More in­for­ma­tion about the offer is in­cluded in to­day’s joint press re­lease of Sanofi and Kiadis pur­su­ant to the pro­vi­sions of Section 4 (1) and (3), Section 5 (1) and Section 7 (4) of the Netherlands Decree in Public Takeover Bids. 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 an offer memorandum ap­prov­ed by the Dutch Authority for the Financial Markets and recog­nized by the Belgian Authority for the Financial Markets.

About Sanofi

Sanofi is ded­i­cated to sup­port­ing people through their health chal­lenges. We are a global bio­pharma­ceu­tical com­pany focused on human health. We prevent illness with vaccines, pro­vide inno­va­tive treat­ments to fight pain and ease suffer­ing. We stand by the few who suffer from rare dis­eases and the mil­lions with long-term chronic con­di­tions.

With more than 100,000 people in 100 countries, Sanofi is trans­forming sci­en­tif­ic inno­va­tion into health­care solu­tions around the globe.

Sanofi, Empowering Life

Sanofi Forward-Looking State­ments

This press re­lease con­tains for­ward-looking state­ments as defined in the Private Se­cu­ri­ties Lit­i­ga­tion Reform Act of 1995, as amended. Forward-looking state­ments are state­ments that are not historical facts. These state­ments in­clude pro­jec­tions and esti­mates and their under­lying assump­tions, state­ments re­gard­ing plans, objectives, intentions and ex­pec­ta­tions with respect to future fi­nan­cial re­sults, events, op­er­a­tions, services, prod­uct de­vel­op­ment and po­ten­tial, and state­ments re­gard­ing future per­for­mance. Forward-looking state­ments are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans” and similar ex­pres­sions. Although Sanofi’s man­age­ment be­lieves that the ex­pec­ta­tions reflected in such for­ward-looking state­ments are reason­able, in­vestors are cautioned that for­ward-looking in­for­ma­tion and state­ments are sub­ject to var­i­ous risks and un­cer­tainties, many of which are dif­fi­cult to predict and generally beyond the con­trol of Sanofi, that could cause actual re­sults and de­vel­op­ments to differ ma­teri­ally from those ex­pressed in, or im­plied or pro­jected by, the for­ward-looking in­for­ma­tion and state­ments. These risks and un­cer­tainties in­clude among other things, risks re­lated to Sanofi’s ability to com­plete the ac­qui­si­tion on the proposed terms or on the proposed timeline, the possibility that com­pet­ing offers will be made, other risks asso­ci­ated with executing busi­ness com­bi­na­tion trans­actions, such as the risk that the busi­nesses will not be integrated suc­cess­fully, that such integration may be more dif­fi­cult, time-consuming or costly than ex­pected or that the ex­pected ben­e­fits of the ac­qui­si­tion will not be realized, the un­cer­tainties in­her­ent in re­search and de­vel­op­ment, future clin­i­cal data and analysis, in­clud­ing post mar­ket­ing, de­ci­sions by regu­la­tory author­i­ties, such as the FDA or the EMA, re­gard­ing whether and when to approve any drug, device or bio­logical appli­ca­tion that may be filed for any such prod­uct can­di­dates as well as their de­ci­sions re­gard­ing labelling and other mat­ters that could affect the avail­a­bil­ity or com­mer­cial po­ten­tial of such prod­uct can­di­dates, the fact that prod­uct can­di­dates if ap­prov­ed may not be com­mer­cially suc­cess­ful, the future ap­prov­al and com­mer­cial success of thera­peutic alter­na­tives, Sanofi’s ability to ben­e­fit from ex­ternal growth oppor­tu­ni­ties, to com­plete re­lated trans­actions and/or ob­tain regu­la­tory clear­ances, risks asso­ci­ated with in­tel­lec­tual prop­er­ty and any re­lated pend­ing or future lit­i­ga­tion and the ultimate out­come of such lit­i­ga­tion, trends in ex­change rates and prevailing interest rates, volatile eco­nom­ic and mar­ket con­di­tions, cost con­tainment ini­tia­tives and sub­se­quent changes thereto, and the im­pact that COVID-19 will have on us, our customers, suppliers, vendors, and other busi­ness part­ners, and the fi­nan­cial con­di­tion of any one of them, as well as on our em­ploy­ees and on the global economy as a whole. Any ma­teri­al effect of COVID-19 on any of the foregoing could also ad­versely im­pact us. This situation is changing rapidly and addi­tional im­pacts may arise of which we are not cur­rently aware and may exacerbate other pre­vi­ously identified risks. The risks and un­cer­tainties also in­clude the un­cer­tainties discussed or identified in the pub­lic filings with the SEC and the AMF made by Sanofi, in­clud­ing those listed under “Risk Factors” and “Cautionary State­ment Regarding Forward-Looking State­ments” in Sanofi’s annual re­port on Form 20-F for the year ended De­cem­ber 31, 2019. Other than as re­quired by appli­cable law, Sanofi does not un­der­take any obli­ga­tion to up­date or revise any for­ward-looking in­for­ma­tion or state­ments.

Kiadis Forward-Looking State­ments

Certain state­ments, beliefs and opinions in this press re­lease are for­ward-looking, which reflect Kiadis’ or, as appro­pri­ate, Kiadis’ of­fi­cers’ cur­rent ex­pec­ta­tions and pro­jec­tions about future events. By their nature, for­ward-looking state­ments in­volve a num­ber of known and un­known risks, un­cer­tainties and assump­tions that could cause actual re­sults, per­for­mance, achieve­ments or events to differ ma­teri­ally from those ex­pressed, antic­i­pated or im­plied by the for­ward-looking state­ments. These risks, un­cer­tainties and assump­tions could ad­versely affect the out­come and fi­nan­cial effects of the plans and events de­scribed herein. A mul­ti­tude of factors in­clud­ing, but not lim­ited to, changes in demand, reg­u­la­tion, com­pe­ti­tion and tech­nology, can cause actual events, per­for­mance, achieve­ments or re­sults to differ sig­nif­i­cantly from any antic­i­pated or im­plied de­vel­op­ment. Forward-looking state­ments con­tained in this press re­lease re­gard­ing past trends or ac­tiv­i­ties should not be taken as a rep­re­sen­ta­tion that such trends or ac­tiv­i­ties will con­tinue in the future. As a re­sult, Kiadis ex­pressly disclaims any obli­ga­tion or un­der­tak­ing to re­lease any up­date or revisions to any for­ward-looking state­ments in this press re­lease as a re­sult of any change in ex­pec­ta­tions or pro­jec­tions, or any change in events, con­di­tions, assump­tions or cir­cum­stances on which these for­ward-looking state­ments are based. Neither Kiadis nor its advisers or rep­re­sentatives nor any of its sub­sid­i­ary un­der­tak­ings or any such person’s of­fi­cers or em­ploy­ees guar­an­tees that the assump­tions under­lying such for­ward-looking state­ments are free from errors nor does either ac­cept any re­spon­si­bil­ity for the future accuracy of the for­ward-looking state­ments con­tained in this press re­lease or the actual oc­cur­rence of the antic­i­pated or im­plied de­vel­op­ments. You should not place undue reliance on for­ward-looking state­ments, which speak only as of the date of this press re­lease.

Notes

1. Adjusted for the value of warrants which may be ex­er­cised in shares or paid in cash based on Black Scholes value as of the day im­medi­ately fol­low­ing the pub­lic an­nouncement of the change of con­trol

Source: Sanofi and Kiadis.