Sanofi (SNY) and Bioverativ (BIVV) have entered into a definitive agreement under which Sanofi will acquire all of the outstanding shares of Bioverativ for $105 per share in cash, representing an equity value of approximately $11.6B.

The transaction was unanimously approved by both the Sanofi and Bioverativ boards. The acquisition is expected to be immediately accretive to Sanofi's Business earnings in fiscal 2018 and up to 5% accretive in fiscal 2019. Sanofi is also projected to achieve ROIC in excess of cost of capital within three years. Sanofi expects to "preserve its strong credit rating." Under the terms of the merger agreement, Sanofi will commence a tender offer to acquire all of the outstanding shares of Bioverativ common stock at a price of $105 per share in cash. The $105 per share acquisition price represents a 64% premium to Bioverativ's closing price on January 19, 2018. Sanofi plans to finance the transaction with a combination of cash on hand and through new debt to be raised. The tender offer is not subject to any financing condition. Subject to the satisfaction or waiver of customary closing conditions, the transaction is expected to close within three months.

Sanofi believes "factor replacement therapy will remain the standard of care in hemophilia for many years due to excellent safety and its increasingly superior long-acting profile."