Tender Offer - Blueprint Medicines Corp
Form Type: SC 14D9/A
Filing Date: 2025-07-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525157306
Filing Summary: This document is an amendment to the original Schedule 14D-9 filed by Blueprint Medicines Corporation regarding a tender offer initiated by Rothko Merger Sub, Inc., an indirect wholly owned subsidiary of SANOFI. The offer aims to purchase shares at $129.00 per share in cash, augmented by one non-transferable contractual contingent value right per share, allowing for potential additional cash payments upon achieving specific milestones. The filing includes updates relating to valuations and offers insights from financial advisors such as Centerview Partners LLC and Jefferies LLC. It discusses the analyses conducted to determine equity values ranging from $115.80 to $148.50, against the consideration offered in the tender. There are disclosures on regulatory approvals, particularly compliance with the HSR Act and other European regulations, confirming necessary approvals were received. Additionally, the company faces legal actions alleging the original statements were incomplete or misleading, seeking to delay or block the completion of the tender offer. The waiting period under the HSR Act was satisfied as of July 9, 2025. Legal proceedings against the company were initiated by stockholders who have raised objections regarding the adequacy of the disclosures in the tender offer announcement.
Additional details:
Title Of Class: COMMON STOCK
Cik Number: 09627Y109
Company Officers Name: Kathryn Haviland
Company Officers Title: President and Chief Executive Officer
Company Officers Address: 45 Sidney Street, Cambridge, Massachusetts 02139
Offer Price: $129.00
Contingent Value Rights: one (1) non-transferable contractual contingent value right per Share
Potential Additional Payments: up to an aggregate amount of $6.00 per Share
Form Type: SC TO-T/A
Filing Date: 2025-07-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525157299
Filing Summary: This document is an amendment to the Tender Offer Statement filed on June 17, 2025, by Rothko Merger Sub, Inc., a subsidiary of Sanofi, which offers to purchase all outstanding shares of Blueprint Medicines Corporation for $129.00 per share in cash, along with a non-transferable contingent value right per share. Notable updates include the expiration of the HSR Act's waiting period on July 9, 2025, allowing the purchase of shares, and various regulatory approvals from different jurisdictions regarding the merger. Legal proceedings have been initiated against Blueprint Medicines by purported stockholders claiming the disclosure in the Schedule 14D-9 was misleading and incomplete. The document outlines pertinent antitrust compliance measures and details about merger control compliance across Austria, Germany, and Italy. Furthermore, there are mentions of complaints and demand letters from stockholders, seeking more comprehensive disclosures related to the tender offer and potential legal actions regarding the merger.
Additional details:
Cash Offer Price: $129.00
Contingent Value Right: $6.00
Waiting Period Expiration Hsr Act: 2025-07-09
Germany Merger Control Clearance Date: 2025-06-30
Italy Merger Notification Date: 2025-06-09
Legal Actions Filed Date Range: 2025-06-24 to 2025-07-10
Number Of Complaints: 2
Number Of Demand Letters: 12
Form Type: SC 14D9
Filing Date: 2025-06-17
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525141740
Filing Summary: Blueprint Medicines Corporation filed a Schedule 14D-9 regarding a tender offer from Rothko Merger Sub, Inc., a subsidiary of SANOFI, to purchase all outstanding shares of Blueprint at a price of $129.00 per share in cash, along with potential contingent value rights. The offer is set to expire on July 16, 2025, amidst various conditions including a minimum tender condition. The document discusses the implications of the tender offer on shareholders, including the treatment of executive compensation and equity awards. The Board of Directors supports the transaction and recommends shareholders accept the offer. It examines the details of the merger agreement, which stipulates the merger and future operations of the combined entities. The document highlights the valuation of outstanding stock options and restricted stock units which will be affected by the merger, including provisions for vested and unvested options. The filing also includes information about company headquarters and contact details for inquiries.
Additional details:
Company Name: Blueprint Medicines Corporation
Offer Price: $129.00
Contingent Value Rights: up to $6.00 per share
Offer Expiration: 2025-07-16
Minimum Tender Condition: majority of shares outstanding
Share Options Treatment: fully vest and convert to cash offer and CVR
Merger Agreement Date: 2025-06-02
Form Type: SC TO-T
Filing Date: 2025-06-17
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525141704
Filing Summary: On June 17, 2025, Rothko Merger Sub, Inc., an indirect wholly owned subsidiary of Sanofi, announced a tender offer to purchase all outstanding shares of common stock of Blueprint Medicines Corporation for $129.00 per share in cash, plus a non-transferable contingent value right (CVR) representing the right to receive additional payments of up to $6.00 per share upon the achievement of certain milestones. The offer is subject to conditions outlined in the Offer to Purchase dated the same day. The tender offer aims to fully acquire Blueprint Medicines, incorporating details from the Agreement and Plan of Merger and additional relevant documents. The principal executive offices of Blueprint Medicines are located in Cambridge, Massachusetts, and, as of June 12, 2025, there were 64,733,629 shares outstanding.
Additional details:
Title Of Class: Common Stock
Cusip Number: 09627Y109
Cash Offer Price: $129.00
Contingent Value Rights: $6.00
Form Type: SC TO-C
Filing Date: 2025-06-03
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525134138
Filing Summary: On June 3, 2025, Blueprint Medicines Corporation is the subject of a tender offer statement filed by Rothko Merger Sub, Inc. and Sanofi. The filing contains preliminary communications regarding the proposed acquisition of Blueprint Medicines. The tender offer aims to acquire outstanding shares of Blueprint's common stock and has not yet commenced. This document highlights that it is solely for informational purposes and not yet an official offer to purchase shares. Interested shareholders are advised to read the forthcoming tender offer materials and solicitation recommendation statement once filed with the SEC, as they will include important details regarding the transaction.
Additional details:
Title Of Class Of Securities: Common Stock, Par Value $0.001 Per Share
Cusip Number Of Class Of Securities: 09627Y109
Name Of Subject Company: Blueprint Medicines Corporation
Names Of Filing Persons: ROTHKO MERGER SUB, INC., AVENTIS INC., SANOFI
Person Authorized To Receive Notices: Roy Papatheodorou, Executive Vice President, General Counsel, Head of Legal Ethics & Business Integrity, Sanofi
Address Of Person Authorized: 46, avenue de la Grande Armée, 75017 Paris, France
Telephone Number Of Person Authorized: 011 + 33 1 53 77 40 00
Form Type: SC TO-C
Filing Date: 2025-06-02
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525132712
Filing Summary: Blueprint Medicines Corporation has filed a Tender Offer Statement (Form SC TO-C) concerning a tender offer initiated by Rothko Merger Sub, Inc., which is affiliated with Sanofi. This filing is categorized under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. The tender offer pertains to the common stock of Blueprint Medicines, with a par value of $0.001 per share, identified by the CUSIP number 09627Y109. The document indicates that no filing fee is required as this relates to preliminary communications prior to the commencement of the tender offer. The filing confirms that it relates solely to a third-party tender offer under Rule 14d-1, without any connections to issuer tender offers or going-private transactions. A joint press release dated June 2, 2025, from Sanofi and Blueprint Medicines was included as an exhibit.
Additional details:
Filing Persons: Rothko Merger Sub, Inc. AVENTIS INC. SANOFI
Class Of Securities: Common Stock
Cusip Number: 09627Y109
Authorized Receiver Name: Roy Papatheodorou
Authorized Receiver Title: Executive Vice President, General Counsel, Head of Legal Ethics & Business Integrity
Authorized Receiver Address: 46, avenue de la Grande Armée, 75017 Paris, France
Authorized Receiver Phone: 011 + 33 1 53 77 40 00
Legal Counsel Firms: Weil, Gotshal & Manges LLP
Legal Counsel Address: 767 Fifth Avenue, New York, New York 10153
Legal Counsel Phone: (212) 310-8000
Exhibit Number: 99.1
Form Type: SC TO-C
Filing Date: 2025-06-02
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525133434
Filing Summary: Blueprint Medicines Corporation is the subject of a third-party tender offer announced by Sanofi and its subsidiary ROTHKO MERGER SUB, INC. The document outlines the preliminary communications regarding the proposed acquisition of Blueprint Medicines' common stock. It highlights that the tender offer has not yet commenced and serves as a precursor to the official tender offer materials that will be filed later. The communication stresses the importance for stockholders of Blueprint to read the upcoming tender offer materials and the associated Solicitation/Recommendation Statement when they become available, as they will contain crucial information for making decisions about their shares. Several exhibits, including employee communications, social media posts, and an investor relations call transcript dated June 2, 2025, are listed as part of the tender offer's preliminary communications, indicating that the company is effectively engaging with stakeholders during this early stage of the acquisition process.
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number Of Class Of Securities: 09627Y109
Date Of Copies: 2025-06-02
Contact Person Name: Roy Papatheodorou
Contact Person Title: Executive Vice President, General Counsel, Head of Legal Ethics & Business Integrity
Contact Person Address: 46, avenue de la Grande Armée, 75017 Paris, France
Contact Person Telephone Number: 011 + 33 1 53 77 40 00
Filing Fee Not Required: true
Form Type: SC14D9C
Filing Date: 2025-06-02
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465925055435
Filing Summary: Blueprint Medicines Corporation filed this Schedule 14D-9 to provide preliminary communications related to a planned tender offer by Rothko Merger Sub, Inc., a wholly owned subsidiary of Aventis Inc., itself a subsidiary of Sanofi. The tender offer aims to acquire all outstanding shares of common stock of Blueprint Medicines, with the merger to occur under the Agreement and Plan of Merger dated June 2, 2025. Upon the consummation of the offer, Purchaser will merge with Blueprint, making Blueprint the surviving corporation. The document includes multiple exhibits such as a communication from the CEO to employees, FAQs for employees, and other investor relations messages, all indicating that the tender offer process is not yet commenced and will be subject to typical regulatory review and actions from stakeholders. The filing advises shareholders to remain informed about the proposed transaction and emphasizes the importance of reading supplementary materials that will be provided.
Additional details:
Title Of Class: COMMON STOCK
Cik Number: 09627Y109
Filing Address: 45 Sidney Street Cambridge, Massachusetts 02139
Filing Phone: (617) 374-7580
Law Firm Contact: Goodwin Procter LLP
Law Firm Phone: (617) 570-1000
Exhibit 99 1: Email from Kathryn Haviland to employees
Exhibit 99 2: Blueprint Employee FAQ
Exhibit 99 3: LinkedIn and X post
Exhibit 99 4: Investor Relations Message
Exhibit 99 5: Overview for the Blue Crew
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