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Condensed half-year consolidated financial statements B.22. Information related to Opella, presented within assets held for sale and discontinued operations On April 30 2025, the Opella transaction was closed (see Note B

Key Takeaway: 1. Condensed half-year consolidated financial statements 2 Consolidated balance sheets - assets 2 Consolidated balance sheets - equity and liabilities 3 Consolidated income statements 4 Consolidated statements of comprehensive income 5 Consolidated statements of ch

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1. Condensed half-year consolidated financial statements 2
Consolidated balance sheets - assets 2
Consolidated balance sheets - equity and liabilities 3
Consolidated income statements 4
Consolidated statements of comprehensive income 5
Consolidated statements of changes in equity 6
Consolidated statement of cash flows 8
Notes to the condensed half-year consolidated financial statements as of June 30, 2025 10
Introduction 10
A/ Basis of preparation of the half-year financial statements and accounting policies 10
B/ Significant information for the first half of 2025 13
C/ Events subsequent to June 30, 2025 34
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
1. Condensed half-year consolidated financial statements
Consolidated balance sheets - assets
( million) Note June 30, 2025 December 31, 2024
Property, plant and equipment owned B.2. 9,574 10,091
Right-of-use assets 1,433 1,510
Goodwill B.3. 40,283 43,384
Other intangible assets B.3. 20,431 22,629
Investments accounted for using the equity method B.5. 3,563 316
Other non-current assets B.6. 4,109 3,753
Non-current income tax assets 541 560
Deferred tax assets 8,008 7,967
Non-current assets 87,942 90,210
Inventories 9,618 9,431
Accounts receivable B.7. 7,810 7,677
Other current assets 3,595 3,826
Current income tax assets 397 724
Cash and cash equivalents B.9. 15,359 7,441
Assets held for sale B.22. 238 13,489
Current assets 37,017 42,588
Total assets 124,959 132,798
The accompanying notes on pages 10 to 34 are an integral part of the condensed half-year consolidated financial statements.
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
Consolidated balance sheets - equity and liabilities
( million) Note June 30, 2025 December 31, 2024
Equity attributable to equity holders of Sanofi 70,008 77,507
Equity attributable to non-controlling interests 271 350
Total equity B.8. 70,279 77,857
Long-term debt B.9. 13,200 11,791
Non-current lease liabilities 1,524 1,645
Non-current liabilities related to business combinations and to non-controlling interests B.11. 564 569
Non-current provisions and other non-current liabilities B.12. 7,116 8,096
Non-current income tax liabilities 1,502 1,512
Deferred tax liabilities 1,715 2,166
Non-current liabilities 25,621 25,779
Accounts payable 7,075 7,551
Current liabilities related to business combinations and to non-controlling interests B.11. - 72
Current provisions and other current liabilities 13,697 14,241
Current income tax liabilities 724 697
Current lease liabilities 252 261
Short-term debt and current portion of long-term debt B.9. 7,309 4,209
Liabilities related to assets held for sale B.22. 2 2,131
Current liabilities 29,059 29,162
Total equity and liabilities 124,959 132,798
The accompanying notes on pages 10 to 34 are an integral part of the condensed half-year consolidated financial statements.
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
Consolidated income statements
( million) Note June 30, 2025 (6 months) June 30, 2024 (6 months) (a)
Net sales B.20. 19,889 18,360
Other revenues B.20. 1,452 1,529
Cost of sales ( 5,881 ) ( 5,966 )
Gross profit 15,460 13,923
Research and development expenses ( 3,717 ) ( 3,335 )
Selling and general expenses ( 4,506 ) ( 4,303 )
Other operating income B.15. 533 563
Other operating expenses B.15. ( 2,476 ) ( 1,977 )
Amortization of intangible assets B.3. ( 777 ) ( 898 )
Impairment of intangible assets B.4. ( 210 ) 371
Fair value remeasurement of contingent consideration B.6. B.11. ( 61 ) ( 66 )
Restructuring costs and similar items B.16. ( 430 ) ( 1,060 )
Other gains and losses, and litigation B.17. ( 57 ) ( 450 )
Operating income 3,759 2,768
Financial expenses B.18. ( 361 ) ( 583 )
Financial income B.18. 184 277
Income before tax and investments accounted for using the equity method 3,582 2,462
Income tax expense B.19. ( 711 ) ( 379 )
Share of profit/(loss) from investments accounted for using the equity method 85 ( 22 )
Net income from continuing operations 2,956 2,061
Net income from discontinued operations B.22 2,881 202
Net income 5,837 2,263
Net income attributable to non-controlling interests 25 17
Net income attributable to equity holders of Sanofi 5,812 2,246
Average number of shares outstanding (million) B.8.7. 1,225.5 1,249.4
Average number of shares after dilution (million) B.8.7. 1,230.7 1,253.8
Basic earnings per share from continuing operations ( ) 2.40 1.64
Basic earnings per share from discontinued operations ( ) 2.34 0.16
Basic earnings per share ( ) 4.74 1.80
Diluted earnings per share from continuing operations ( ) 2.39 1.63
Diluted earnings per share from discontinued operations ( ) 2.33 0.16
Diluted earnings per share ( ) 4.72 1.79
(a) Figures for the 2024 comparative period have been re-presented
on a consistent basis to reflect the classification of Opella as a discontinued operation.
The accompanying notes on pages 10 to 34 are an integral part of the condensed half-year consolidated financial statements.
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
Consolidated statements of comprehensive income
( million) Note June 30, 2025 (6 months) June 30, 2024 (6 months) (a)
Net income 5,837 2,263
Attributable to equity holders of Sanofi 5,812 2,246
Attributable to non-controlling interests 25 17
Other comprehensive income:
Actuarial gains/(losses) B.8.8. 111 235
Change in fair value of equity instruments included in financial assets and financial liabilities B.8.8. 222 ( 10 )
Tax effects B.8.8. ( 92 ) ( 59 )
Subtotal: items not subsequently reclassifiable to profit or loss from continuing operations (A) 241 166
Change in fair value of debt instruments included in financial assets B.8.8. 3 ( 5 )
Change in fair value of cash flow hedges B.8.8. ( 23 ) ( 3 )
Change in currency translation differences B.8.8. ( 5,203 ) 1,040
Tax effects B.8.8. ( 95 ) 35
Subtotal: items subsequently reclassifiable to profit or loss from continuing operations (B) ( 5,318 ) 1,067
Other comprehensive income/(loss) from continuing operations for the period, net of taxes (A+B) ( 5,077 ) 1,233
Other comprehensive income/(loss) for the period from discontinued operations, net of taxes (C) 303 ( 23 )
Comprehensive income 1,063 3,496
Attributable to equity holders of Sanofi 1,076 3,471
Continuing operations ( 2,097 ) 3,264
Discontinued operations 3,173 207
Attributable to non-controlling interests ( 13 ) 25
The accompanying notes on pages 10 to 34 are an integral part of the condensed half-year consolidated financial statements.
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
Consolidated statements of changes in equity
( million) Share capital Additional paid-in capital Treasury shares Reserves and retained earnings Stock options and other share- based payments Other compre- hensive income Attribut- able to equity holders of Sanofi Attribut- able to non- controlling interests Total equity
Balance at January 1, 2024 2,530 313 ( 1,184 ) 67,499 4,944 ( 62 ) 74,040 313 74,353
Other comprehensive income for the period - - - 166 - 1,059 1,225 8 1,233
Net income for the period - - - 2,246 - - 2,246 17 2,263
Comprehensive income for the period - - - 2,412 - 1,059 3,471 25 3,496
Dividend paid out of 2023 earnings ( 3.76 per share) - - - ( 4,704 ) - - ( 4,704 ) - ( 4,704 )
Payment of dividends to non-controlling interests - - - - - - - ( 31 ) ( 31 )
Share repurchase program (a) - - ( 302 ) - - - ( 302 ) - ( 302 )
Share-based payment plans:
Exercise of stock options - 7 - - - - 7 - 7
Issuance of restricted shares and vesting of existing restricted shares 3 ( 3 ) 115 ( 115 ) - - - - -
Value of services obtained from employees - - - - 173 - 173 - 173
Tax effects of share-based payments - - - - 4 - 4 - 4
Other changes arising from issuance of restricted shares (c) - - - 1 - - 1 - 1
Balance at June 30, 2024 2,533 317 ( 1,371 ) 65,093 5,121 997 72,690 307 72,997
Other comprehensive income for the period - - - ( 194 ) - 1,379 1,185 14 1,199
Net income for the period - - - 3,314 - - 3,314 41 3,355
Comprehensive income for the period - - - 3,120 - 1,379 4,499 55 4,554
Payment of dividends to non-controlling interests - - - - - - - ( 13 ) ( 13 )
Share repurchase program (a) - - - - - - - - -
Reduction in share capital ( 12 ) ( 492 ) 530 ( 26 ) - - - - -
Share-based payment plans:
Exercise of stock options 1 25 - - - - 26 - 26
Issuance of restricted shares and vesting of existing restricted shares - - 1 ( 1 ) - - - - -
Employee share ownership plan 4 150 - - - - 154 - 154
Value of services obtained from employees - - - - 132 - 132 - 132
Tax effects of share-based payments - - - - 7 - 7 - 7
Change in non-controlling interests without loss of control - - - ( 1 ) - - ( 1 ) 1 -
Balance at December 31, 2024 2,526 - ( 840 ) 68,185 5,260 2,376 77,507 350 77,857
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
( million) Share capital Additional paid-in capital Treasury shares Reserves and retained earnings Stock options and other share- based payments Other compre- hensive income Attribut- able to equity holders of Sanofi Attribut- able to non- controlling interests Total equity
Balance at January 1, 2025 2,526 - ( 840 ) 68,185 5,260 2,376 77,507 350 77,857
Other comprehensive income for the period - - - 243 - ( 4,979 ) ( 4,736 ) ( 38 ) ( 4,774 )
Net income for the period - - - 5,812 - - 5,812 25 5,837
Comprehensive income for the period - - - 6,055 - ( 4,979 ) 1,076 ( 13 ) 1,063
Dividend paid out of 2024 earnings ( 3.92 per share) - - - ( 4,772 ) - - ( 4,772 ) - ( 4,772 )
Payment of dividends to non-controlling interests - - - - - - - ( 32 ) ( 32 )
Share repurchase program (a) - - ( 3,988 ) - - - ( 3,988 ) - ( 3,988 )
Reduction in share capital (a) ( 74 ) - 3,868 ( 3,794 ) - - - - -
Tax on share cancellations (b) - - ( 15 ) - - - ( 15 ) - ( 15 )
Share-based payment plans:
Exercise of stock options 1 14 - - - - 15 - 15
Issuance of restricted shares and vesting of existing restricted shares (a) 3 ( 3 ) - - - - - - -
Value of services obtained from employees - - - - 177 - 177 - 177
Tax effects of share-based payments - - - - ( 7 ) - ( 7 ) - ( 7 )
Other changes arising from issuance of restricted shares (d) - - - 15 - - 15 - 15
Other changes in non-controlling interests (e) - - - - - - - ( 34 ) ( 34 )
Balance at June 30, 2025 2,456 11 ( 975 ) 65,689 5,430 ( 2,603 ) 70,008 271 70,279
The accompanying notes on pages 10 to 34 are an integral part of the condensed half-year consolidated financial statements.
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
Consolidated statement of cash flows
( million) Note June 30, 2025 (6 months) June 30, 2024 (6 months) (a)
Net income attributable to equity holders of Sanofi 5,812 2,246
Net (income)/loss from the discontinued Opella business ( 2,881 ) ( 202 )
Non-controlling interests 25 17
Share of undistributed earnings from investments accounted for using the equity method ( 15 ) 96
Depreciation, amortization and impairment of property, plant and equipment, right-of-use assets and intangible assets 1,779 1,242
Gains and losses on disposals of non-current assets, net of tax (b) ( 266 ) ( 229 )
Net change in deferred taxes ( 539 ) ( 749 )
Net change in non-current provisions and other non-current liabilities (c) ( 212 ) 1,002
Cost of employee benefits (stock options and other share-based payments) 171 157
Impact of the workdown of acquired inventories remeasured at fair value - 7
Other profit or loss items with no cash effect on cash flows generated by operating activities (d) 106 21
Operating cash flow before changes in working capital 3,980 3,608
(Increase)/decrease in inventories ( 635 ) ( 917 )
(Increase)/decrease in accounts receivable ( 785 ) 81
Increase/(decrease) in accounts payable 187 78
Net change in other current assets and other current liabilities 620 ( 1,612 )
Net cash provided by/(used in) continuing operating activities 3,367 1,238
Net cash provided by/(used in) operating activities of the discontinued Opella business 188 184
Net cash provided by/(used in) operating activities (e) 3,555 1,422
Acquisitions of property, plant and equipment and intangible assets B.2. - B.3. ( 1,420 ) ( 1,804 )
Acquisitions of consolidated undertakings and investments accounted for using the equity method (f) B.1. ( 538 ) ( 1,885 )
Acquisitions of other equity investments ( 423 ) ( 208 )
Proceeds from disposals of property, plant and equipment, intangible assets and other non-current assets, net of tax (g) 434 516
Disposals of consolidated undertakings and investments accounted for using the equity method - 42
Net change in other non-current assets ( 32 ) ( 16 )
Net cash provided by/(used in) continuing investing activities ( 1,979 ) ( 3,355 )
Net cash provided by/(used in) investing activities of the discontinued Opella business ( 36 ) ( 58 )
Net cash inflow from the Opella transaction (h) B.1. 10,742 -
Net cash provided by/(used in) investing activities 8,727 ( 3,413 )
Issuance of Sanofi shares B.8.1. 29 21
Dividends paid:
to equity holders of Sanofi ( 4,772 ) ( 4,704 )
to non-controlling interests ( 27 ) ( 25 )
Additional long-term debt contracted B.9.1. 2,993 -
Repayments of long-term debt B.9.1. ( 1,859 ) ( 638 )
Repayment of lease liabilities ( 124 ) ( 136 )
Net change in short-term debt and other financial instruments (i) 3,322 5,876
Acquisitions of treasury shares and related tax effect B.8.2 ( 4,003 ) ( 302 )
Net cash provided by/(used in) continuing financing activities ( 4,441 ) 92
Net cash provided by/(used in) financing activities of the discontinued Opella business ( 48 ) ( 3 )
Net cash provided by/(used in) financing activities ( 4,489 ) 89
Impact of exchange rates on cash and cash equivalents ( 42 ) ( 13 )
Cash and cash equivalents reclassified to Assets held for sale as of December 31, 2024 167 -
Net change in cash and cash equivalents 7,918 ( 1,915 )
Cash and cash equivalents, beginning of period 7,441 8,710
Cash and cash equivalents, end of period B.9. 15,359 6,795
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
June 30, 2025 (6 months) June 30, 2024 (6 months) (a)
Income tax paid ( 1,355 ) ( 1,434 )
Interest paid ( 206 ) ( 320 )
Interest received 170 261
Dividends received from non-consolidated entities 5 -
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
Notes to the condensed half-year consolidated financial statements as of June 30, 2025
Sanofi, together with its subsidiaries (collectively "Sanofi", "the Group" or "the Company"), is a global healthcare leader engaged in the research, development and marketing of therapeutic solutions focused on patient needs.
Sanofi is listed in Paris (Euronext: SAN) and New York (Nasdaq: SNY).
The condensed consolidated financial statements for the six months ended June 30, 2025 were reviewed by the Sanofi Board of Directors at the Board meeting on July 30, 2025.
A/ Basis of preparation of the half-year financial statements and accounting policies
A.1. International financial reporting standards (IFRS)
The half-year consolidated financial statements have been prepared and presented in condensed format in accordance with IAS 34 (Interim Financial Reporting). The accompanying notes therefore relate to significant events and transactions of the period, and should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024.
The accounting policies used in the preparation of the consolidated financial statements as of June 30, 2025 comply with international financial reporting standards (IFRS) as endorsed by the European Union and as issued by the International Accounting Standards Board (IASB). IFRS as endorsed by the European Union as of June 30, 2025 are available via the following web link:
The accounting policies applied effective January 1, 2025 are identical to those presented in the consolidated financial statements for the year ended December 31, 2024.
On August 15, 2023, the IASB issued "Lack of Exchangeability", an amendment to IAS 21 (The Effects of Changes in Foreign Exchange Rates), relating to how to determine the exchange rate when a currency is not exchangeable. The amendment became applicable on January 1, 2025, and does not have a material impact on the Sanofi financial statements.
In its 2025 half-year financial statements, Sanofi has used an average effective tax rate that takes into account the Pillar Two top-up
tax applicable from January 1, 2024. The effective tax rate also includes a one-off
impact from the 2024 component of the exceptional contribution in respect of French corporate income taxes (see Note B.19.).
A.2. Use of estimates and judgments
The preparation of financial statements requires management to make reasonable estimates and assumptions based on information available at the date the financial statements are finalized. Those estimates and assumptions may affect the reported amounts of assets, liabilities, revenues and expenses in the financial statements, and disclosures of contingent assets and contingent liabilities as of the date of the review of the financial statements. Examples of estimates and assumptions include:
Actual results could differ from these estimates.
For half-year financial reporting purposes, and as allowed under IAS 34, Sanofi has determined income tax expense on the basis of an estimate of the effective tax rate for the full financial year. That rate is applied to business operating income plus financial income and minus financial expenses, and before (i) the share of profit/loss of investments accounted for using the equity method and (ii) net income attributable to non-controlling
interests. The estimated full-year effective tax rate is based on the tax rates that will be applicable to projected pre-tax
profits or losses arising in the various tax jurisdictions in which Sanofi operates.
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
A.3. Seasonal trends
Sanofi's activities are not subject to significant seasonal fluctuations.
A.4. Consolidation and foreign currency translation of the financial statements of subsidiaries in hyperinflationary economies
In 2025, Sanofi continues to account for subsidiaries based in Venezuela using the full consolidation method, on the basis that the
criteria for control as specified in IFRS 10 (Consolidated Financial Statements) are still met. The contribution of the Venezuelan subsidiaries to the consolidated financial statements is immaterial.
In Argentina, the cumulative rate of inflation over the last three years is in excess of 100%, based on a combination of indices used to measure inflation in that country. Consequently, Sanofi has (since July 1, 2018) treated Argentina as a hyperinflationary economy and has applied IAS 29. The impact of the resulting restatements is immaterial at Sanofi group level.
In Turkey, the cumulative rate of inflation
over the last three years is in excess of 100%, based on a combination of indices used to measure inflation in that country. Consequently, Sanofi has (since January 1, 2022) treated Turkey as a hyperinflationary economy and has applied IAS 29. The impact of the resulting restatements is immaterial at Sanofi group level.
A.5. Fair value of financial instruments
Under IFRS 13 (Fair Value Measurement) and IFRS 7 (Financial Instruments: Disclosures), fair value measurements must be classified using a hierarchy based on the inputs used to measure the fair value of the instrument. This hierarchy has three levels:
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
The table below shows the disclosures required under IFRS 7 relating to the measurement principles applied to financial instruments.
Note Type of financial instrument Measurement principle Level in fair value hierarchy Valuation technique Method used to determine fair value
Market data
Valuation model Exchange rate Interest rate Volatilities
B.6. Financial assets measured at fair value (quoted equity instruments) Fair value 1 Market value Quoted market price N/A
B.6. Financial assets measured at fair value (quoted debt instruments) Fair value 1 Market value Quoted market price N/A
B.6. Financial assets measured at fair value (unquoted equity instruments) Fair value 3 Amortized cost/ Peer comparison (primarily) If cost ceases to be a representative measure of fair value, an internal valuation based primarily on peer comparison is used.
B.6. Financial assets measured at fair value (contingent consideration receivable) Fair value 3 Revenue-based approach The fair value of contingent consideration receivable is determined by adjusting the contingent consideration at the end of the reporting period using the method described in Note D.7.3. to the consolidated financial statements for the year ended December 31, 2024.
B.6. Long-term loans and advances and other non-current receivables Amortized cost N/A N/A The amortized cost of long-term loans and advances and other non-current receivables at the end of the reporting period is not materially different from their fair value.
B.6. Financial assets measured at fair value held to meet obligations under post-employment benefit plans Fair value 1 Market value Quoted market price N/A
B.6. Financial assets designated at fair value held to meet obligations under deferred compensation plans Fair value 1 Market value Quoted market price N/A
B.9. Investments in mutual funds Fair value 1 Market value Net asset value N/A
B.9. Negotiable debt instruments, commercial paper, instant access deposits and term deposits Amortized cost N/A N/A Because these instruments have a maturity of less than 3 months, amortized cost is regarded as an acceptable approximation of fair value as disclosed in the notes to the consolidated financial statements.
B.9. B.12. Financial liabilities Amortized cost (a) N/A N/A In the case of financial liabilities with a maturity of less than 3 months, amortized cost is regarded as an acceptable approximation of fair value as reported in the notes to the consolidated financial statements. For financial liabilities with a maturity of more than 3 months, fair value as reported in the notes to the consolidated financial statements is determined either by reference to quoted market prices at the end of the reporting period (quoted instruments) or by discounting the future cash flows based on observable market data at the end of the reporting period (unquoted instruments). For financial liabilities based on variable payments such as royalties, fair value is determined on the basis of discounted cash flow projections.
B.9. Lease liabilities Amortized cost N/A N/A Future lease payments are discounted using the incremental borrowing rate.
B.10. Forward currency contracts Fair value 2 Revenue-based approach Present value of future cash flows Mid Market Spot < 1 year: Mid Money Market > 1 year: Mid Zero Coupon N/A
B.10. Interest rate swaps Fair value 2 Revenue- based approach Present value of future cash flows Mid Market Spot < 1 year: Mid Money Market and Euronext interest rate futures > 1 year: Mid Zero Coupon N/A
B.10. Cross-currency swaps Fair value 2 Revenue- based approach Present value of future cash flows Mid Market Spot < 1 year: Mid Money Market and Euronext interest rate futures > 1 year: Mid Zero Coupon N/A
B.11. Liabilities related to business combinations and to non-controlling interests Fair value 3 Revenue- based approach Under IAS 32, contingent consideration payable in a business combination is a financial liability. The fair value of such liabilities is determined by adjusting the contingent consideration at the end of the reporting period using the method described in Note B.11.
HALF-YEAR FINANCIAL REPORT
1. Condensed half-year consolidated financial statements
A.6. New pronouncements issued by the IASB and applicable from 2026
On April 9, 2024, the IASB issued IFRS 18 (Presentation and Disclosure in Financial Statements), applicable from January 1, 2027 (subject to endorsement by the European Union). An impact assessment is currently under way. Sanofi will not early adopt this new standard.
On May 30, 2024, the IASB issued amendments to IFRS 9 and IFRS 7 relating to the classification and measurement of financial instruments, applicable no earlier than January 1, 2026. Sanofi does not expect any material impact, and will not early adopt these amendments.
On July 18, 2024, the IASB issued Volume 11 of "Annual Improvements to IFRS", applicable from January 1, 2026. Sanofi does not expect any material impact from those improvements to various standards, which are essentially in the nature of clarifications, and will not early adopt them.
On December 18, 2024, the IASB issued "Contracts referencing nature-dependent electricity", amendments to IFRS 9 and IFRS 7, applicable from January 1, 2026. The amendments clarify the application of the own use' exemption to Power Purchase Agreements (PPAs) with physical delivery of renewable electricity, and modify the hedge accounting requirements for contracts without physical delivery (VPPAs). Sanofi does not expect any material impact and will not early adopt these amendments. Renewable energy purchase contracts entered into by Sanofi as of December 31, 2024 are described in Note D.21. to the consolidated financial statements included in the 2024 Form 20-F
for the year ended December 31, 2024 (the "2024 20-F").
B/ Significant information for the first half of 2025
B.1. Significant transactions for the first half of 2025
B.1.1. Opella - Loss of control and equity interest in OPAL JV Co
On April 30, 2025, Sanofi and CD&R closed the Opella transaction following the signature of the share purchase agreement (SPA) on February 18, 2025. Sanofi retains a significant shareholding in Opella, through a 48.2% equity interest in OPAL JV Co (formed in Luxembourg), which indirectly holds 100% of Opella. Bpifrance owns a 1.8% equity interest, and is represented on Opella's Board.
Completion of the deal resulted in the loss of control of Opella by Sanofi and the derecognition of Opella's assets and liabilities. This resulted in a net gain of
2.7 billion, reported within the line item Net income from discontinued operations
in the consolidated income statement. The proceeds from the divestment of Opella, determined on the basis of a
16 billion enterprise value, reflected the estimated share price. That price is subject to adjustments following finalization of the Opella completion accounts, expected at the earliest in the fourth quarter of 2025.
As of the closing date of the transaction, the carrying amount of Opella's assets and liabilities in the Sanofi consolidated balance sheet was
The gain took into account the following components: (i) a reclassification of unrealized foreign exchange losses amounting to
0.5 billion associated with Opella operations, in accordance with IAS 21 ("The Effects of Changes in Foreign Exchange Rates"); (ii) recognition of the retained 48.2% equity interest in OPAL JV Co (over which Sanofi exercises significant influence as defined in IAS 28 "Investments in Associates and Joint Ventures"), reported within the balance sheet line item Investments accounted for using the equity method
3.2 billion (representing the fair value of the equity interest at the date of initial recognition in accordance with IFRS 10 and included in the estimated share price, plus capitalized transaction costs); and (iii) other items, mainly comprising compensation as agreed under the separation agreements.
The Opella transaction generated a net cash inflow of
10.7 billion, presented within the line item Net cash inflow from the Opella transaction
in the statement of cash flows.
Last updated: Oct 27, 2025