GlobeNewswire Inc | Nov 2, 2020 01:15AM EST

November 02, 2020

Sanofi offers to acquire Kiadis, a clinical-stage company developing cell-based immunotherapy products

* Adds proprietary next generation natural killer (K-NK) cell platform and pipeline of cell-based cancer immune-therapeutics and infectious disease therapies

PARIS and AMSTERDAM November 2, 2020 Sanofi and Kiadis, a clinical-stage biopharmaceutical company developing innovative off the shelf natural killer (NK) cell based medicines for the treatment of life-threatening diseases, entered into a definitive agreement under which Sanofi will make a public offer (subject to satisfaction of certain customary conditions) to acquire the entire share capital of Kiadis for EUR 5.45 per share, representing an aggregate adjusted equity value of 308m1.

We believe the Kiadis off the shelf K-NK cell technology platform will have broad application against liquid and solid tumors, and create synergies with Sanofis emerging immuno-oncology pipeline, providing opportunities for us to pursue potential best-in-disease approaches, said John Reed, M.D., Ph.D., Global Head of Research & Development at Sanofi.

Kiadis vision is to bring novel cell-based medicines to people with life-threatening diseases, and this transaction will help achieve that vision, said Arthur Lahr, Chief Executive Officer of Kiadis. After the discontinuation of our lead product candidate and subsequent reorganization in 2019, we restarted Kiadis in 2020 as an entirely new company focused solely on the proprietary and differentiated NK-cell platform that we obtained through the acquisition of Cytosen Therapeutics. Sanofis offer is a clear testimony to the uniqueness of our NK-cell platform and the rapid success of Kiadis transformation. The Kiadis Boards unanimously believe that Sanofi has the resources and financial strength to accelerate development of our NK-cell products, to the benefit of patients. We believe this transaction represents compelling value to shareholders and offers a fair reflection of the potential of our platform and pipeline, given the risk/reward profile typical to biotech and the capital required to execute our business plan. Finally, this transaction will provide excellent career opportunities for our employees, who will be viewed by Sanofi as their internal cell-therapy experts.

Innovative K-NK cell platform

Kiadis proprietary platform is based on allogeneic or off-the-shelf' NK cells from a healthy donor. NK cells seek and identify malignant cancer cells and have broad application across various tumor types. The platform has the potential to make products rapidly and economically available for a broad patient population across a wide range of indications.

Kiadis NK cell-based medicines will be developed alone and in combination with Sanofis existing platforms.

Complementary strong science to generate first-in-class medicines and strategic fit across core therapeutic areas

Sanofis research, development, and commercial expertise will be leveraged to advance Kiadis pipeline, which includes NK cell based medicines for the treatment of patients undergoing hematopoietic stem cell transplant, liquid and solid tumors, as well as infectious disease.

In July 2020, Sanofi licensed Kiadis pre-clinical K-NK004 program for potential combination for multiple myeloma.

Kiadis pipeline of NK cell therapies includes:

K-NK002 is in a Phase 2 clinical study evaluating NK cells to prevent post-transplant relapse in patients with acute myeloid leukemia (AML) and myelodysplastic syndromes. The Phase 2 trial will be conducted in collaboration with premier U.S. transplant centers.

K-NK003 is a Phase 1 study evaluating NK cells for patients with relapsed or refractory AML.

KNK-ID-101 is a program evaluating the properties of K-NK cells and their suitability to fight SARS-CoV-2 and the option to develop K-NK cells as a post-exposure pre-emptive therapy for COVID-19 in high risk patients. Kiadis plans to initiate a phase 1/2a clinical trial evaluating use of K-NK cells to treat COVID-19 patients with government grant funding.

Accelerates the clinical development and broadens patient reach of current Kiadis pipeline

Subject to the completion of the public offer, Sanofi will provide the resources and capabilities necessary to accelerate the development of current Kiadis programs for the treatment of blood tumors, solid cancers, and infectious diseases, maximizing their potential to the benefit of patients.

About Kiadis

Founded in 1997, Kiadis is committed to developing innovative cell-based medicines for patients with life-threatening diseases. With headquarters in Amsterdam, The Netherlands, and offices and activities across the United States, Kiadis is reimagining medicine by leveraging the natural strengths of humanity and our collective immune system to source the best cells for life.

Kiadis is listed on the regulated market of Euronext Amsterdam and Euronext Brussels since July 2, 2015, under the symbol KDS. Learn more at www.kiadis.com.

About the offer

More information about the offer is included in todays joint press release of Sanofi and Kiadis pursuant to the provisions of Section 4 (1) and (3), Section 5 (1) and Section 7 (4) of the Netherlands Decree in Public Takeover Bids. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum approved by the Dutch Authority for the Financial Markets and recognized by the Belgian Authority for the Financial Markets.



About Sanofi

Sanofi is dedicated to supporting people through their health challenges. Weare a global biopharmaceutical company focused on human health. We preventillness with vaccines, provide innovative treatments to fight pain and easesuffering. We stand by the few who suffer from rare diseases and the millionswith long-term chronic conditions.

With more than 100,000 people in 100 countries, Sanofi is transformingscientific innovation into healthcare solutions around the globe.

Sanofi, Empowering Life

Sanofi Media Relations ContactsAshleigh KossTel.: +1 (908) 205 2572 Sanofi Investor Relations Contacts Parisashleigh.koss@sanofi.com Eva Schaefer-Jansen Arnaud Delepine Yvonne Naughton

Sally Bain Tel.: +1 (781) 264 1091sally.bain@sanofi.com Sanofi Investor Relations Contacts North America Felix Lauscher Fara Berkowitz Suzanne Greco



IR main line: Tel.: +33 (0)1 53 77 45 45 ir@sanofi.com



Sanofi Forward-Looking StatementsThis press release contains forward-looking statements as defined in thePrivate Securities Litigation Reform Act of 1995, as amended. Forward-lookingstatements are statements that are not historical facts. These statementsinclude projections and estimates and their underlying assumptions, statementsregarding plans, objectives, intentions and expectations with respect to futurefinancial results, events, operations, services, product development andpotential, and statements regarding future performance. Forward-lookingstatements are generally identified by the words ?expects?, ?anticipates?,?believes?, ?intends?, ?estimates?, ?plans? and similar expressions. AlthoughSanofi?s management believes that the expectations reflected in suchforward-looking statements are reasonable, investors are cautioned thatforward-looking information and statements are subject to various risks anduncertainties, many of which are difficult to predict and generally beyond thecontrol of Sanofi, that could cause actual results and developments to differmaterially from those expressed in, or implied or projected by, theforward-looking information and statements. These risks and uncertaintiesinclude among other things, risks related to Sanofi?s ability to complete theacquisition on the proposed terms or on the proposed timeline, the possibilitythat competing offers will be made, other risks associated with executingbusiness combination transactions, such as the risk that the businesses willnot be integrated successfully, that such integration may be more difficult,time-consuming or costly than expected or that the expected benefits of theacquisition will not be realized, the uncertainties inherent in research anddevelopment, future clinical data and analysis, including post marketing,decisions by regulatory authorities, such as the FDA or the EMA, regardingwhether and when to approve any drug, device or biological application that maybe filed for any such product candidates as well as their decisions regardinglabelling and other matters that could affect the availability or commercialpotential of such product candidates, the fact that product candidates ifapproved may not be commercially successful, the future approval and commercialsuccess of therapeutic alternatives, Sanofi?s ability to benefit from externalgrowth opportunities, to complete related transactions and/or obtain regulatoryclearances, risks associated with intellectual property and any related pendingor future litigation and the ultimate outcome of such litigation, trends inexchange rates and prevailing interest rates, volatile economic and marketconditions, cost containment initiatives and subsequent changes thereto, andthe impact that COVID-19 will have on us, our customers, suppliers, vendors,and other business partners, and the financial condition of any one of them, aswell as on our employees and on the global economy as a whole. Any materialeffect of COVID-19 on any of the foregoing could also adversely impact us.This situation is changing rapidly and additional impacts may arise of which weare not currently aware and may exacerbate other previously identified risks.The risks and uncertainties also include the uncertainties discussed oridentified in the public filings with the SEC and the AMF made by Sanofi,including those listed under ?Risk Factors? and ?Cautionary Statement RegardingForward-Looking Statements? in Sanofi?s annual report on Form 20-F for the yearended December 31, 2019. Other than as required by applicable law, Sanofi doesnot undertake any obligation to update or revise any forward-lookinginformation or statements.

Kiadis Forward-Looking StatementsCertain statements, beliefs and opinions in this press release areforward-looking, which reflect Kiadis? or, as appropriate, Kiadis? officers?current expectations and projections about future events. By their nature,forward-looking statements involve a number of known and unknown risks,uncertainties and assumptions that could cause actual results, performance,achievements or events to differ materially from those expressed, anticipatedor implied by the forward-looking statements. These risks, uncertainties andassumptions could adversely affect the outcome and financial effects of theplans and events described herein. A multitude of factors including, but notlimited to, changes in demand, regulation, competition and technology, cancause actual events, performance, achievements or results to differsignificantly from any anticipated or implied development. Forward-lookingstatements contained in this press release regarding past trends or activitiesshould not be taken as a representation that such trends or activities willcontinue in the future. As a result, Kiadis expressly disclaims any obligationor undertaking to release any update or revisions to any forward-lookingstatements in this press release as a result of any change in expectations orprojections, or any change in events, conditions, assumptions or circumstanceson which these forward-looking statements are based. Neither Kiadis nor itsadvisers or representatives nor any of its subsidiary undertakings or any suchperson?s officers or employees guarantees that the assumptions underlying suchforward-looking statements are free from errors nor does either accept anyresponsibility for the future accuracy of the forward-looking statementscontained in this press release or the actual occurrence of the anticipated orimplied developments. You should not place undue reliance on forward-lookingstatements, which speak only as of the date of this press release.

1 Adjusted for the value of warrants which may be exercised in shares or paid in cash based on Black Scholes value as of the day immediately following the public announcement of the change of control



Attachment

-- Press Release