Under the terms, Sanofi will acquire all outstanding shares of the Lexington, Massachusetts-based US biotech for $38 each, valuing the company at around $3.2 billion on a fully diluted basis. The purchase price represents a premium of 56% to Translate Bio’s volume-weighted average price per share over the past 60 days.

Both the CEO of Translate Bio, Ronald Renaud, and the company’s largest shareholder, The Baupost Group, have signed binding commitments to support the tender offer. Combined with the shares already owned by Sanofi or its affiliates, this sees about 30% of total outstanding shares already in the acceptance column.

Following successful completion of the tender offer to be launched later this month, a wholly owned subsidiary of Sanofi will merge with Translate Bio. Any outstanding shares in the biotech not already owned by Sanofi or its affiliates or not tendered will be converted into the right to receive the same $38 per share in cash paid in the tender offer. Sanofi expects to complete the acquisition before the end of the third quarter.

Biotech buy will lift drugmaker’s mRNA profile

CEO Paul Hudson said Translate Bio will add an mRNA technology platform and strong research capabilities to Sanofi’s slate. Fully owning the platform, he said, will allow the drugmaker to develop additional opportunities in the mRNA space, accelerating its currently partnered programs and unlocking the potential of the technology in areas such as immunology, oncology and rare diseases as well as vaccines.

Earlier, the acquisition of Tidal Therapeutics expanded the French pharma’s mRNA research capabilities in both immuno-oncology and inflammatory diseases.

For Translate Bio, CEO Renaud said that leveraging Sanofi’s long-standing expertise in developing and commercializing vaccines and other innovative medicines on a global scale will help the company’s mRNA technology to reach more people faster.

In June 2018, Sanofi and Translate Bio signed an exclusive license agreement to develop mRNA vaccines and in 2020 expanded it to current and future infectious diseases. Under the then updated terms, the biotech was to receive a total upfront payment of $425 million, including a private placement common stock investment of $125 million at $25.59 per share. It also was to be eligible for potential future milestones and other payments up to $1.9 billion.

At present, the partnership has two mRNA-based vaccines in development.  Results for a Phase 1/2 study with the Covid-19 shot are expected during the current quarter, while results for a Phase 1 trial with an mRNA seasonal influenza vaccine are due in the fourth quarter. Separately, Sanofi is developing a viral vector-based Covid vaccine with Glaxo SmithKline.

On the therapeutic side, Translate Bio has an early-stage pipeline in cystic fibrosis and other rare pulmonary diseases, and is engaged in discovery work for diseases affecting the liver. The biotech said its MRT platform additionally may be applied to various classes of treatments, such as therapeutic antibodies or cancer vaccines.

Up to now, Translate Bio has primarily focused on applying its technology to treat pulmonary diseases. It has a lead pulmonary candidate under evaluation as well as an inhaled treatment for cystic fibrosis in a Phase 1/2 clinical trial.

Author: Dede Williams, Freelance Journalist