This Amendment No. 4 to Schedule 14D-9 (the
“Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule
14D-9”) previously filed by Principia Biopharma Inc., a Delaware corporation (“Principia”), with the Securities and Exchange Commission on August 28, 2020 relating to the offer by Sanofi, a
French société anonyme (“Sanofi”) and Kortex Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sanofi (“Purchaser”), to purchase all the issued and outstanding shares of
Principia’s common stock, $0.0001 par value per share (the “Shares”), for a purchase price of $100.00 per Share in cash, without interest and subject to any withholding of taxes required by applicable legal requirements, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated August 28, 2020, and in the related Letter of Transmittal, each of which may be amended or supplemented from time to time.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged
and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 14D-9. This Amendment is
being filed to reflect certain updates as reflected below.
|
Item 8.
|
Additional Information.
|
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following before the
heading “Cautionary Note Regarding Forward-Looking Statements” on page 49 of the Schedule 14D-9:
“Expiration of the Offering Period; Completion of the Merger
The Offer and withdrawal rights expired as scheduled at one minute following 11:59 p.m., Eastern Time, on September 25,
2020 (such date and time, the “Expiration Time”), and the Offer was not extended. Purchaser was advised by Continental Stock Transfer & Trust Company, which is the depositary and paying agent for the Offer (the
“Depositary”), that, as of the Expiration Time, a total of 26,995,086 Shares (not including 3,077,763 Shares tendered by notice of guaranteed delivery for which Shares have not yet been delivered in satisfaction of such
guarantee) had been validly tendered into and not validly withdrawn pursuant to the Offer, representing approximately 81.1% of the aggregate number of Shares then outstanding. Accordingly, the number of Shares validly tendered and not validly
withdrawn pursuant to the Offer satisfied the Minimum Condition.
Purchaser has irrevocably accepted for payment, and has
stated it will promptly pay for, all Shares validly tendered and not validly withdrawn pursuant to the Offer.
As a result
of its acceptance of the Shares tendered pursuant to the Offer and in accordance with Section 251(h) of the DGCL, Purchaser owns a number of Shares that is greater than the percentage of Shares that would be required to adopt the Merger
Agreement by a vote of the stockholders of Principia. Pursuant to Section 251(h) of the DGCL, subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Parent and Purchaser intend to complete the acquisition of
Principia through the Merger, as promptly as practicable and without a meeting of stockholders of Principia. At the Effective Time and as a result of the Merger, each Share issued and outstanding immediately prior to the Effective Time will be
converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to any withholding of taxes required by applicable legal requirements, other than Shares (a) held by Principia (or in Principia’s
treasury), Parent, Purchaser, any other direct or indirect wholly owned subsidiary of Parent, or by Principia stockholders who have properly exercised and perfected their statutory rights of appraisal under Delaware law, or (b) irrevocably
accepted for purchase in the Offer.
Following the Merger, the Shares will no longer be listed on the Nasdaq Global Select
Market and will be deregistered under the Exchange Act.”
