Sanofi concludes acquisition of Inhibrx

SAR447537 is a human recombinant protein that holds the promise of allowing alpha-1 antitrypsin deficiency (AATD) patients to achieve normalization of serum AAT levels with less frequent (monthly vs. weekly) dosing. AATD is an inherited rare disease characterized by low levels of AAT protein, predominantly affecting the lung with progressive deterioration of the tissue. SAR447537 may help to reduce inflammation and prevent further deterioration of lung function in affected individuals.

The former holders of shares of Inhibrx common stock voted to approve the acquisition at a special meeting of stockholders on May 24, 2024. Upon the closing of the acquisition, former shareholders of Inhibrx became entitled to receive $30.00 per share in cash, which represents a total equity value of approximately $1.7 billion (on a fully diluted basis), as well as one contingent value right per share to receive $5.00 upon the achievement of a regulatory milestone.

Sanofi completed its acquisition of Inhibrx through the merger of an indirect, wholly owned subsidiary of Sanofi with and into Inhibrx, with Inhibrx continuing as the surviving corporation and becoming an indirect, wholly owned subsidiary of Sanofi.

Prior to the closing of the acquisition, Inhibrx completed the spin-off of Inhibrx Biosciences, Inc., distributing 92% of Inhibrx Biosciences’s shares to holders of shares of Inhibrx common stock as of May 17, 2024. Inhibrx Biosciences, which was a wholly owned subsidiary of Inhibrx prior to the distribution, acquired all of the assets of Inhibrx not related to SAR447537, which include INBRX-109 and INBRX-106¹, as well as all Inhibrx employees, pursuant to an internal reorganization. Inhibrx continues to own the remaining 8% of Inhibrix Biosciences following the completion of the transactions. Inhibrx Biosciences began trading on the NASDAQ Global Market on May 30, 2024, under the ticker “INXB” and, beginning on May 31, 2024, will trade under the ticker “INBX”.

As of May 30, 2024, Inhibrx common stock will cease to be traded on the NASDAQ Global Market and will be subsequently deregistered.

Lazard acted as exclusive financial advisor to Sanofi and Weil, Gotshal & Manges LLP acted as its legal counsel. Centerview Partners LLC acted as exclusive financial advisor to Inhibrx and Paul, Weiss, Rifkind, Wharton and Garrison LLP served as legal counsel.