M&A - Blueprint Medicines Corp

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925055143

Filing Summary: On June 2, 2025, Blueprint Medicines Corporation entered into an Agreement and Plan of Merger with Sanofi and its subsidiaries. Purchaser will commence a tender offer to purchase all outstanding shares of the Company's common stock for $129.00 per share in cash, plus a contingent value right representing additional potential payments upon achieving specific development milestones. Following the offer, a merger will occur with Blueprint Medicines as the surviving entity, initiated without a stockholder vote. Conditions for the offer include a minimum tender condition of a majority of outstanding shares and necessary regulatory approvals. The Company’s board unanimously approved the agreement, determining that the merger and related transactions are in the best interests of stockholders. The agreement outlines customary representations, warranties, and covenants, with specified termination fees applicable under certain conditions. Furthermore, a Contingent Value Rights Agreement will be established, linked to performance milestones for a new drug application, incentivizing further development. A media release was issued on the same date announcing the merger agreement.