It took more than 8 months and a series of sweetened offers, but Sanofi $SNY was able to close their $11.6 billion deal to buy Bioverativ without triggering an auction. And in the process they made a new set of biotech millionaires, with Bioverativ CEO John Cox leading the pack with a payout worth more than $85 million.
Bioverativ spelled out the slow-moving discussions in an SEC filing today, noting that Sanofi’s representatives at Lazard made the first overture to Bioverativ investor and board member Alex Denner on May 8.
What followed was a well known choreography in biopharma M&A, with the notable exception that Sanofi pushed to make the deal talks exclusive in the last few weeks of their negotiations to prevent another bidder from stepping in, happy to pay a premium to make that happen.
Possibly Sanofi’s M&A strategy was influenced after it was aced out of the Medivation talks when Pfizer elbowed its way in and pushed its way to the front of the line with a $14 billion offer that the French pharma giant was unwilling to beat. And Actelion went to J&J after Sanofi tried to do the same thing, only upsetting the management with a clumsy attempt to change the numbers after J&J had initially bowed out.
This time, Sanofi moved slowly but surely while keeping the doors locked to any outside intrusion at the 11th hour.
After the May 8 meeting, Bioverativ did what every company does — it rejected Sanofi’s initial, nonbinding offer of $90 a share that came on May 19.
Not interested, said the Bioverativ board.
A few months later, on September 12, a representative of Sanofi got the same answer to another reach out. But on October 20, Lazard’s rep was told that a deal might be possible — but not at $90.
On November 3 came a nonbinding offer of $98.50, an 84% premium.
Inadequate, responded Bioverativ, but it was good enough to get their attention and start a series of exchanges and meetings.
On January 3, Sanofi bumped the offer again, this time to $101.50.
Staying patient earned company execs a fortune. In addition to Cox’s payout, CFO John Greene earned a golden parachute worth $18.5 million while COO Rogerio Vivaldi picked up $18.2 million.
The big winner on the board was Denner, whose Sarissa Capital came away with a $122 million payout for its shares.
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