AGREEMENT AND PLAN OF MERGER among SANOFI, BIOVERATIV INC., and BLINK ACQUISITION CORP. JANUARY 21, 2018Merger Agreement • January 22nd, 2018 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 21, 2018, is entered into by and among Bioverativ Inc., a Delaware corporation (the “Company”), Sanofi, a French société anonyme (“Parent”), and Blink Acquisition Corp., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (“Merger Sub”).
Biogen Inc. 225 Binney Street Cambridge, Massachusetts 02142Letter Agreement • January 22nd, 2018 • Bioverativ Inc. • Pharmaceutical preparations • Delaware
This letter agreement (this “Letter Agreement”) is entered into on the date first set forth above by and among Sanofi, a French société anonyme (“Parent”), Bioverativ Inc., a Delaware corporation (“Company”), and Biogen Inc., a Delaware corporation (“Biogen”). Reference is made to that certain Tax Matters Agreement, dated as of January 31, 2017, by and between Biogen and the Company (the “Tax Matters Agreement”). Pursuant to an agreement and plan of merger to be entered into among Parent, Blink Acquisition Corp., a Delaware corporation (“Merger Sub”), and the Company (the “Merger Agreement”), Parent will, directly or indirectly, acquire all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), pursuant to a tender offer for all of the shares of Company Common Stock (the “Offer”), and, following consummation of such Offer and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, the merger
