Sanofi 54, rue La Boétie 75008 Paris, France Ladies and Gentlemen:Sanofi • August 16th, 2021 • Pharmaceutical preparations
In connection with Sanofi, a French société anonyme (“you”), considering a possible negotiated transaction (a “Transaction”) involving Translate Bio, Inc. and its subsidiaries (collectively, the “Company”, and together with you, the “parties”), you have been or may be furnished with certain Confidential Information (as defined below) by or on behalf of the Company. As a condition to such Confidential Information being furnished or made available to you and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
Offer To Purchase All Outstanding Shares of Common Stock of TRANSLATE BIO, INC. at $38.00 Per Share, Net in Cash by VECTOR MERGER SUB, INC., an indirect wholly owned subsidiary of SANOFIMerger Agreement • August 16th, 2021 • Sanofi • Pharmaceutical preparations • Delaware
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 2, 2021 (as it may be amended from time to time, the “Merger Agreement”), among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company (the “Merger”) and the separate existence of Purchaser will cease and the Company will continue as the surviving corporation (the “Surviving Corporation”), upon the terms and subject to the conditions set forth in the Merger Agreement. The Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and effected without a vote of the Company stockholders. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (b
