Tender Offer - Blueprint Medicines Corp
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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