Full Press Release Details
Information Statement
DISTRIBUTION OF SHARES OF EUROAPI
TO THE SHAREHOLDERS OF SANOFI
information statement is intended to provide shareholders of Sanofi ( Sanofi ) in specified jurisdictions other than France (as set forth under Notice to Prospective Shareholders of EUROAPI , the
Jurisdictions ) with information relating to the proposed pro rata distribution of approximately 58% of the outstanding shares of the EUROAPI company ( EUROAPI or the Company ) by Sanofi
to its shareholders (the Distribution in Kind ). No consideration will be paid to either Sanofi or EUROAPI for the distribution of EUROAPI shares in the Distribution in Kind.
This Information Statement consists of (i) an unofficial English language translation of the prospectus for the purpose of listing EUROAPI shares on the
regulated market of Euronext Paris (Compartment A) ( Euronext Paris ) in connection with the Distribution in Kind (the Listing Prospectus ) in Annex A attached hereto and (ii) certain additional information
for Sanofi shareholders in the specified Jurisdictions (collectively, the Information Statement ). The Listing Prospectus received approval no. 22-076 from the French Autorit des
March s Financiers (the AMF ) on March 31, 2022.
On March 17, 2022, the Board of Directors of Sanofi unanimously
approved the Distribution in Kind, subject to the approval by Sanofi s shareholders at Sanofi s combined general meeting to be held on May 3, 2022 (the General Meeting ). At the General Meeting, Sanofi s
shareholders will vote on the Distribution in Kind, including amendments to Sanofi s Articles of Association (statuts) to permit the Distribution in Kind. If approved, the Distribution in Kind will occur on May 10, 2022 (the
Distribution Date ). Sanofi shareholders as of May 9, 2022 (the Distribution Record Date ) will receive one share of EUROAPI for every 23 Sanofi shares that they hold as of the Distribution Record Date.
Sanofi shareholders will not receive any fractional EUROAPI shares. In lieu of any such fractional shares, Sanofi shareholders who would otherwise be entitled
to receive fractional share interests will receive a cash payment, as described in this Information Statement and in the Listing Prospectus incorporated herein by reference.
In addition to the information contained in this Information Statement, holders of American Depositary Shares, represented by American Depositary Receipts
( ADRs ) representing Sanofi shares should refer to the information provided to them by JP Morgan Chase Bank, N.A. ( JP Morgan ), as depositary for the Sanofi ADR program (the Depositary ).
The Distribution in Kind will be taxable to shareholders of Sanofi under French law and will be subject to French withholding tax. For U.S. Federal income tax
purposes, the Distribution in Kind will be treated as a taxable distribution by Sanofi to each Sanofi shareholder in an amount equal to the fair market value of the EUROAPI shares received by such shareholder. For Australian income tax purposes, the
Distribution in Kind will be subject to tax as a dividend and the value of the Distribution in Kind should be included in the assessable income of Sanofi shareholders who are Australian residents for tax purposes. See Taxation for
The shares of EUROAPI have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
Securities Act ). This Information Statement is provided for informational purposes only and does not constitute an offer by Sanofi or EUROAPI to sell, or the solicitation of any offer to purchase or subscribe for or otherwise acquire,
shares of EUROAPI. Sanofi is not requesting a proxy pursuant to this Information Statement.
Beginning on or about May 6, 2022, the shares of
EUROAPI are expected to be listed on Euronext Paris. Admission to listing and trading is subject to approval by Euronext Paris. Upon completion of the Distribution in Kind, EUROAPI s shares will not be listed on any other exchange or quoted in
any automated interdealer quotation system in any jurisdiction other than France. EUROAPI will not issue any ADRs in connection with the Distribution in Kind and does not intend to consent to the creation of any ADR program in connection with the
Distribution in Kind.
You should carefully consider the matters described under the caption Risk Factors beginning on page 12, as well
as the risk factors described in the Listing Prospectus.
None of the U.S. Securities and Exchange Commission (the SEC ), any U.S. state
securities commission, and any securities regulator in any other jurisdiction other than France has approved or disapproved of the shares of EUROAPI nor have any of the foregoing determined whether this information statement is accurate or complete.
Any representation to the contrary is a criminal offense.
The date of this Information Statement is March 31, 2022
IMPORTANT INFORMATION
Any failure to comply with the restrictions set forth in this section may constitute a violation of applicable securities laws. Please review this information
This Information Statement is personal to the recipient to whom it has been delivered. Distribution of this Information Statement in whole or
in part to any person other than the intended recipient is unauthorized. Any reproduction or distribution of this Information Statement, in whole or in part, and any use of any information herein for any purpose other than as set forth herein is
prohibited. Each person, by accepting delivery of this Information Statement, agrees to the foregoing.
Other than Sanofi and EUROAPI, no person is
authorized in connection with the Distribution in Kind to give any information or to make any representation not contained in this Information Statement. If given or made, such information or representation must not be relied upon as having been
authorized by Sanofi or EUROAPI. EUROAPI and Sanofi provide no assurance as to the reliability of any information not contained or incorporated by reference in this Information Statement that others may give you.
This Information Statement does not constitute or form a part of any offer to sell, or solicitation of any offer to purchase or subscribe for or otherwise
acquire, securities of EUROAPI in any circumstances.
The contents of this Information Statement do not constitute legal, tax or investment advice.
Prospective recipients of the Distribution in Kind are advised to consult their own professional advisers as to legal, tax, business, financial and related aspects of the Distribution in Kind, including with respect to any subsequent determinations
regarding the holding or disposal of shares in EUROAPI.
Neither Sanofi nor EUROAPI have taken any action that would permit the possession or distribution
of this Information Statement in any jurisdiction where action for that purpose is required. Persons receiving this Information Statement are required to inform themselves about and to observe any such restrictions.
Neither Sanofi nor EUROAPI, nor their respective affiliates, nor any of their respective representatives, are making any representation to you regarding the
legality of the receipt of the Distribution in Kind by any person under applicable investment or similar laws in any jurisdiction. No distribution of EUROAPI shares may be made in any jurisdiction except in compliance with the applicable laws
This Information Statement speaks only as of its date, and the delivery of this Information Statement at any subsequent time does not create any
implication that there has been no change in the affairs of Sanofi or EUROAPI since the date hereof.
Sanofi reserves the right, to the extent permitted
under French law, in its sole discretion and at any time, to modify or withdraw the shareholders resolution to amend its Articles of Association (statuts) or approve the Distribution in Kind, including to distribute less than
approximately 58% of the outstanding EUROAPI shares. The Distribution in Kind and the listing of the shares of EUROAPI remain subject to the approval of the shareholders of Sanofi and the admission to listing by Euronext Paris.
NOTICE TO PROSPECTIVE SHAREHOLDERS OF EUROAPI
This Information Statement does not constitute or form a part of any offer to sell, or solicitation of any offer to purchase or subscribe for or otherwise
acquire, securities of EUROAPI in any circumstances.
This Information Statement has not been and will not be submitted to the clearance procedures of the AMF and accordingly may not be distributed to the public
in France or used in connection with the distribution of the EUROAPI shares in France. For the purposes of the Distribution in Kind in France and the listing of the EUROAPI shares on the regulated market of Euronext Paris, a prospectus in the French
language has been prepared and approved by the AMF under number 22-076 on March 31, 2022. Such prospectus is the only document pursuant to which the distribution of EUROAPI shares may be made in France.
United States of America
Kind is being conducted in accordance with and in reliance on the position taken by the Division of Corporation Finance of the SEC set forth in Staff Legal Bulletin No. 4 issued on September 16, 1997 ( SLB
No. 4 ) that the shares distributed in a spin-off do not require registration under the Securities Act if, as is the case with respect to the Distribution in Kind, certain
conditions specified in SLB No. 4 are satisfied. Consequently, the Distribution in Kind has not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States.
NEITHER THE SEC NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SHARES OF EUROAPI NOR DETERMINED WHETHER THIS INFORMATION
STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
EUROAPI intends to comply with the provisions of Rule 12g3-2(b) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ). As a result, the EUROAPI shares will also be exempt from registration under the Exchange Act, and EUROAPI
will not be required to file periodic or current reports with the SEC. Pursuant to Rule 12g3-2(b), an English translation of certain financial and business information that EUROAPI publicly files or that it
makes available to its shareholders in France will be published by EUROAPI on its website (www.euroapi.com). For the avoidance of doubt, information contained on EUROAPI s website is not incorporated into this Information Statement.
The shares of EUROAPI will not be listed on any U.S. national securities exchange or interdealer quotation system in connection with the Distribution in Kind.
Since the EUROAPI shares will not be listed on any U.S. securities exchange nor quoted on any inter-dealer quotation system in the United States, it is unlikely that an active trading market will develop in the United States for the EUROAPI shares.
Furthermore, EUROAPI will not issue any ADRs in the United States in connection with the Distribution in Kind and does not intend to consent to the creation of any ADR program in connection with the Distribution in Kind.
In the United Kingdom this Information Statement is only being distributed to and directed at shareholders of Sanofi in circumstances which do not constitute
an offer to the public under Article 2(d) of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and communicated to them in circumstances which are exempt from the
financial promotion restriction set out in section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (as amended) pursuant to Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) of the United Kingdom. No part of the Information Statement should be published, reproduced, distributed or otherwise made available in whole or in part to any other person.
No placement document, prospectus,
product disclosure statement or other disclosure document (including as defined in the Australian Corporations Act 2001 (Cth) ( Corporations Act )) has been or will be lodged with the Australian Securities and Investments
Commission, ASX Limited or any other governmental agency, in relation to the proposed pro rata distribution of shares of EUROAPI by Sanofi to its shareholders. This document does not constitute a prospectus, product disclosure statement or
other disclosure document for the purposes of the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
The EUROAPI shares must not be offered for sale (or transferred, assigned or otherwise alienated) to any person located in, or a resident of, Australia for at
least 12 months after their issue, except in circumstances where the person is a person to whom a disclosure document or product disclosure statement is not required to be given under Parts 6D.2 or 7.9 of the Corporations Act, or where the sale
offer is pursuant to a disclosure document or product disclosure statement prepared in accordance with Parts 6D.2 or 7.9 of the Corporations Act.
This Information Statement has not been
and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the shares of EUROAPI may not be offered or sold or made the subject of an invitation for subscription or purchase, nor may this Information Statement
or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any shares of EUROAPI be circulated or distributed, whether directly or indirectly, to any person in Singapore other than
(i) pursuant to section 272(1) of the Securities and Futures Act 2001 of Singapore, as modified or amended time to time (the SFA ) or (ii) otherwise pursuant to, and in accordance with the conditions of, any other
applicable exemption under the SFA.
This Information Statement is not provided to you in connection with the Distribution in Kind with a view to the
shares of EUROAPI being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to on sale restrictions in Singapore and comply accordingly. Neither this Information Statement nor any
copy of it may be taken or transmitted into any country where the distribution or dissemination is prohibited. This Information Statement is being furnished to you on a confidential basis and solely for your information and may not be reproduced,
disclosed, or distributed to any other person. This Information Statement has been given to you on the basis that you are an existing shareholder of Sanofi. In the event that you are not an existing shareholder of Sanofi, please return this
Information Statement immediately.
If you are in any doubt in relation to this Information Statement or as to the action you should take, you should
consult your stockbroker, bank manager, solicitor, accountant, tax advisor or other professional advisor immediately. Nothing in this Information Statement constitutes investment, legal, accounting or tax advice or a representation that any
investment or strategy is suitable or appropriate to your individual circumstances or otherwise constitutes a personal recommendation to you.
In Malaysia, this Information Statement is directed only to persons who are the entitled shareholders of Sanofi (the Malaysian Shareholders )
and not with a view of the shares of EUROAPI being on-sold in Malaysia, and no documents issued by or on behalf of Sanofi or EUROAPI are permitted to be used in any subsequent sale by the Malaysian