UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~August~~September 214, 2021

Translate Bio, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38550	61-1807780
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction)	(Commission File Number)	(I.R.S. Employer Identification No.)

29 Hartwell Avenue

Lexington, Massachusetts

02421

(Address of principal executive offices)

(Zip Code)

~~Lexington~~Registrant’s telephone number, ~~Massachusetts~~including ~~02421~~area code: (617) 945-7361

~~(Address~~Not ~~of principal executive offices) (Zip Code)~~Applicable

(617) 945-7361

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.001 per share	TBIO	The Nasdaq Global Select Market
Common Stock, par value $0.001 per share	TBIO	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 2.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets.

As previously disclosed, on August 2, 2021, Translate Bio, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sanofi, a French société anonyme (“Parent”), and Vector Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”).

OnPursuant to the Merger Agreement, on August 2, 2021, ~~Translate~~Purchaser ~~Bio~~commenced a tender offer to acquire all of the outstanding shares of common stock of the Company, ~~Inc~~$0.,001 apar ~~Delaware~~value ~~corporation~~per share (the “~~Company~~Shares”), ~~entered~~at ~~into~~a anpurchase ~~Agreement~~price ~~and~~of ~~Plan~~$38.00 ofper ~~Merger~~Share in cash (the “~~Merger~~Offer ~~Agreement~~Price”), ~~with~~without ~~Sanofi~~interest and subject to any withholding of taxes required by applicable legal requirements, aupon ~~French~~the ~~société~~terms ~~anonyme~~and subject to the conditions set forth in the Offer to Purchase, dated August 16, 2021 (the “~~Sanofi~~Offer to Purchase”), and ~~Vector~~in ~~Merger~~the ~~Sub~~related Letter of Transmittal (which, ~~Inc.~~together with the Offer to Purchase, aas ~~Delaware~~each ~~corporation~~may ~~and~~be anamended ~~indirect~~or ~~wholly~~supplemented ~~owned~~from ~~subsidiary~~time ofto ~~Sanofi~~time, (constitute the “~~Purchaser~~Offer”).

~~Pursuant~~On toSeptember 14, 2021, Parent announced that the ~~Merger~~offering ~~Agreement~~period of the Offer had expired at one minute following 11:59 p.m., Eastern Time, on September 13, 2021 (the ~~terms~~“Expiration Time”) and ~~subject~~that toas of such time, based on the ~~conditions~~information ~~thereof~~provided by the depositary for the Offer, ~~Purchaser~~51,467,612 ~~will~~Shares ~~commence~~were avalidly ~~cash~~tendered ~~tender~~and ~~offer~~not (validly withdrawn pursuant to the “Offer”) prior to ~~acquire~~the ~~all~~Expiration Time, representing approximately 72.89% of the outstanding ~~shares~~Shares as of ~~common~~such ~~stock~~time, which Shares were sufficient to have met the minimum condition of the ~~Company,~~Offer ~~$0.001~~and ~~par~~to ~~value~~enable ~~per~~the ~~share~~Merger (~~the~~as ~~“Shares”~~defined below), atto aoccur ~~purchase~~under ~~price~~Delaware law without a vote of ~~$38.00~~the ~~per~~Company’s ~~Share~~stockholders. inAll ~~cash~~conditions (to the “Offer ~~Price”)~~having been satisfied, ~~without~~on ~~interest~~September 14, 2021, Purchaser accepted for payment all Shares validly tendered and ~~subject~~not validly withdrawn prior to ~~any~~the ~~withholding~~Expiration ofTime, ~~taxes~~and ~~required~~will bypromptly ~~applicable~~pay ~~legal~~for ~~requirements~~such Shares in accordance with the terms of the Offer.

~~The~~Following ~~obligation~~the completion of ~~Purchaser to purchase Shares tendered in~~ the Offer, ison ~~subject~~September 14, 2021, pursuant to the ~~conditions~~terms ~~set~~of ~~forth in~~ the Merger Agreement, ~~including~~and ~~(1) that~~in ~~the~~accordance ~~number~~with Section 251(h) of ~~Shares~~the ~~validly~~General ~~tendered~~Corporation inLaw ~~accordance~~of ~~with~~ the ~~terms~~State of Delaware (the ~~Offer and not validly withdrawn~~“DGCL”), ~~considered~~Purchaser ~~together~~merged with ~~all~~and ~~other~~into ~~Shares~~the ~~otherwise~~Company ~~beneficially~~with ~~owned~~the byCompany ~~Sanofi~~surviving oras ~~any~~an ofindirect ~~its~~ wholly owned ~~subsidiaries~~subsidiary ~~(including~~of ~~Purchaser)~~Parent (~~but~~the ~~excluding~~“Merger”). ~~Shares~~At ~~tendered~~the ~~pursuant~~effective totime ~~guaranteed delivery procedures that have not yet been received, as defined by Section 251(h)(6)~~ of the ~~Delaware~~Merger ~~General Corporation Law~~ (the “~~DGCL~~Effective Time”)), ~~would~~Shares ~~represent~~that ~~one~~were ~~more~~not ~~than~~purchased ~~50%~~pursuant ofto the ~~total~~Offer ~~number~~(other ofthan Shares ~~outstanding~~(1) held atby the ~~time~~Company of(or ~~the~~in ~~expiration of~~ the ~~Offer,~~Company’s (2treasury) ~~the~~, ~~absence~~Sanofi ofor any ~~injunction~~direct or ~~other~~indirect ~~order~~wholly ~~issued~~owned bysubsidiary aof ~~court~~Sanofi of(other ~~competent~~than ~~jurisdiction~~Purchaser), or ~~law~~by ~~prohibiting~~stockholders ~~consummation~~ of the ~~Offer~~Company orwho ~~the~~have ~~Merger,~~properly ~~(3) the~~exercised ~~expiration~~and orperfected ~~early~~their ~~termination~~statutory rights of ~~the~~appraisal ~~applicable~~under ~~waiting~~Delaware ~~period~~law, (or ~~any extension thereof~~(2) irrevocably ~~under~~accepted ~~the~~for ~~HSR~~purchase ~~Act,~~in ~~(4)~~ the ~~accuracy~~Offer) ofwere ~~the~~converted ~~Company’s~~into ~~representations~~the ~~and~~right ~~warranties, subject~~ to ~~certain~~receive ~~materiality~~an ~~standards~~amount ~~set forth~~ in ~~the~~cash ~~Merger~~equal ~~Agreement~~to ~~and (5) compliance by~~ the ~~Company~~Offer inPrice ~~all material respects with its obligations under~~ (the “Merger ~~Agreement~~Consideration”), ~~and~~without ~~(6) the~~interest ~~absence~~and ofsubject ato ~~Material~~any ~~Adverse~~withholding ~~Effect~~of ~~(as~~taxes ~~defined~~required inby ~~the~~applicable ~~Merger~~legal ~~Agreement)~~requirements.

~~Following~~Pursuant ~~the completion of the Offer and subject~~ to the ~~satisfaction or waiver of certain conditions set forth in the~~ Merger Agreement, ~~Purchaser~~each ~~will~~of ~~merge~~the ~~with~~Company’s ~~and~~stock ~~into~~options (the “Company, ~~with~~Options”) ~~the~~that ~~Company~~was ~~continuing~~outstanding as ~~the~~of ~~surviving~~immediately ~~corporation~~prior ~~and~~to asthe anEffective ~~indirect~~Time ~~wholly~~accelerated ~~owned~~and ~~subsidiary~~became offully ~~Sanofi~~vested ~~(the~~and ~~“Merger”).~~exercisable ~~The~~effective ~~Company,~~immediately ~~Sanofi~~prior to, and ~~Purchaser~~contingent ~~will~~upon, ~~effect~~ the ~~Merger~~Effective ~~after~~Time. ~~consummation~~As of the ~~Offer~~Effective ~~pursuant~~Time, ~~to Section 251~~(h1) each ofCompany ~~the~~Option ~~DGCL.~~that Atwas ~~the~~then ~~effective~~outstanding ~~time~~and ofunexercised ~~the~~was ~~Merger~~cancelled ~~(the~~and ~~“Effective~~converted ~~Time”),~~into the ~~Shares~~right ~~then~~to ~~outstanding~~receive ~~(other~~cash ~~than~~in ~~Shares~~an ~~(1) held~~amount byequal to the ~~Company~~product of (ori) the intotal ~~the~~number ~~Company’s~~of ~~treasury),~~Shares ~~Sanofi~~subject orto ~~any~~the ~~direct~~Company orOption ~~indirect~~immediately ~~wholly~~prior ~~owned~~to ~~subsidiary~~the ofEffective ~~Sanofi~~Time, ~~(other~~multiplied ~~than~~by ~~Purchaser~~(ii), the orexcess by(if ~~stockholders~~any) of the ~~Company~~Merger ~~who~~Consideration ~~have~~over ~~properly~~the ~~exercised~~exercise ~~and~~price ~~perfected~~payable ~~their~~per ~~statutory~~Share ~~rights of appraisal~~ under ~~Delaware~~such ~~law~~Company Option, orand (2) ~~irrevocably~~each ~~accepted~~of ~~for~~the ~~purchase~~Company’s inrestricted ~~the~~share ~~Offer~~units (“Company RSUs”) ~~will~~that ~~each~~was bethen outstanding was cancelled and converted into the right to receive ancash ~~amount~~ in ~~cash~~an amount equal to the ~~Offer~~number ~~Price~~of ~~(the~~Shares ~~“Merger~~issuable ~~Consideration”),~~in ~~without~~settlement ~~interest~~of ~~and~~the ~~subject~~Company toRSU ~~any~~immediately ~~withholding~~prior ofto ~~taxes~~the ~~required~~Effective Time multiplied by ~~applicable~~the ~~legal~~Merger ~~requirements~~Consideration.

~~Each~~The oftotal ~~the~~consideration ~~Company’s~~paid ~~stock~~for ~~options (~~the ~~“Company~~Shares ~~Options”)~~in ~~that is outstanding as of immediately prior to~~ the ~~Effective~~Offer ~~Time will accelerate~~ and ~~become~~the ~~fully~~Merger ~~vested~~was ~~and~~approximately ~~exercisable effective immediately prior to~~$2, ~~and contingent upon~~735, ~~the Effective Time~~376,686.00 ~~As of the Effective Time,~~ (~~1) each~~before ~~Company~~giving ~~Option~~effect ~~that is then outstanding and unexercised will be cancelled and converted into the right~~ to ~~receive~~payments ~~cash~~received inpursuant ~~an amount equal~~ to the ~~total~~exercise ~~number~~ of ~~Shares subject to the~~ Company ~~Option~~Options ~~immediately~~and ~~prior to the Effective Time multiplied by the excess (if any~~RSUs). ofThese ~~the~~amounts ~~Merger~~exclude ~~Consideration~~fees ~~over the exercise price payable per Share under such Company Option,~~ and ~~(2) each~~expenses ~~restricted~~related ~~stock unit award granted pursuant~~ to ~~any of~~ the ~~Company~~Offer ~~equity plans or otherwise (“Company RSUs”) that is then outstanding will be cancelled~~ and ~~converted into~~ the ~~right~~Merger. toParent ~~receive~~provided ~~cash~~Purchaser inwith ansufficient ~~amount~~funds ~~equal~~ to ~~the~~purchase ~~number~~all of Shares ~~issuable~~accepted infor ~~settlement~~payment ofin the ~~Company~~offering ~~RSU~~period ~~immediately~~of ~~prior to~~ the ~~Effective~~Offer ~~Time~~and ~~multiplied~~all byShares ~~the~~purchased ~~Merger Consideration for each Share issuable~~ in ~~settlement of such Company RSU immediately prior to~~ the ~~Effective Time~~Merger.

~~Representations~~The foregoing description of the Merger Agreement and the related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, ~~Warranties~~a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and ~~Covenants~~Exchange Commission (the “SEC”) on August 3, 2021, and is incorporated herein by reference.

The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. From the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, the Company has agreed, subject to certain exceptions, to conduct its business in all material respects in the ordinary course and has agreed to certain other operating covenants, as set forth in the Merger Agreement. The Company has also agreed not to directly or indirectly solicit or encourage discussions or negotiations with any third party regarding alternative acquisition proposals. Notwithstanding these restrictions, the Company may under certain circumstances furnish, pursuant to an acceptable confidentiality agreement,

~~information~~Item to3.01. ~~and~~Notice ~~engage in or otherwise participate in discussions or negotiations with third parties with respect to a written alternative acquisition proposal if the board~~ of ~~directors~~Delisting ~~of the Company has determined in good faith, after consultation with its financial advisors and outside legal counsel that such alternative acquisition proposal constitutes~~ or ~~could~~Failure ~~reasonably be expected~~ to ~~lead~~Satisfy to a ~~“Superior~~Continued ~~Offer”~~Listing ~~(as~~Rule ~~defined~~or inStandard; ~~the~~Transfer ~~Merger~~of ~~Agreement) and that the failure to take any such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law~~Listing.

~~Termination~~On September 14, 2021, the Company notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger, and requested that Nasdaq (1) suspend trading of the Shares before the opening of trading on September 14, 2021 and (2) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of shares of the Company’s common stock from Nasdaq and to deregister the Shares under Section 12(b) of the Exchange Act. In addition, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

~~The~~Item ~~Merger Agreement includes a remedy of specific performance for the Company, Sanofi and Purchaser~~3.03. ~~The~~Material ~~Merger~~Modification Agreement also includes customary termination provisions for both the Company and Sanofi and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including termination by the Company in order to ~~accept~~Rights ~~and enter into a definitive agreement with respect to a Superior Offer, the Company will be required to pay a termination fee~~ of anSecurity ~~amount in cash equal to $96,000,000 (the “Termination Fee”)~~Holders. ~~Any such termination of the Merger Agreement by the Company is subject to certain conditions, including the Company’s compliance with certain process and notice requirements.~~

The ~~foregoing~~disclosure ~~description~~contained ~~of the Merger Agreement is not complete and is qualified~~ in ~~its~~Items ~~entirety by reference to the Merger Agreement, which is attached as Exhibit~~ 2.101 ~~to this current report~~ and ~~incorporated herein by reference~~ 3.01 ~~The~~above ~~Merger Agreement~~ and ~~the foregoing description of such agreement have been included to provide investors and stockholders with information regarding the terms of such agreements. The assertions embodied~~ in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules delivered by the Company to Sanofi in connection with the signing of the Merger AgreementItems 5.01 ~~Moreover, certain representations~~ and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Merger Agreement5.03 ~~Accordingly,~~below ~~the~~is ~~representations~~incorporated ~~and~~herein ~~warranties in the Merger Agreement should not be relied on~~ by any persons as characterizations of the actual state of facts and circumstances of the Company at the time they were made and investors should consider the information in the Merger Agreement in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the SECreference. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 8 5.01. ~~Other~~Changes ~~Events.~~in Control of Registrant.

~~In connection with the execution of the Merger Agreement, Sanofi entered into tender and support agreements (the “Support Agreements”) with (1) an affiliate of~~ The ~~Baupost~~disclosure ~~Group,~~contained ~~L.L.C.~~in ~~and~~Item (2~~) Ronald C~~.01 ~~Renaud,~~above ~~Jr., the Company’s Chief Executive Officer, under which such stockholders agreed, among other things,~~ and in ~~subject to the terms thereof, to tender all of their shares of Company Common Stock into the Offer~~Item 5.02 Asbelow ofis ~~the~~incorporated ~~date~~herein ofby ~~the Merger Agreement, the shares of Company Common Stock subject to the Support Agreements comprised approximately 25% of the outstanding Company Common Stock~~reference. ~~The Support Agreements will terminate upon certain circumstances, including upon valid termination of the Merger Agreement.~~

~~The~~As ~~foregoing~~a ~~description~~result of the ~~Support~~consummation ~~Agreements~~of dothe ~~not~~Offer ~~purport~~and tothe beMerger ~~complete~~pursuant ~~and~~to isSection 251(h) ~~qualified~~of inthe ~~its~~DGCL, ~~entirety~~on bySeptember 14, ~~reference~~2021, toa ~~the~~change ~~Support~~in ~~Agreements,~~control ~~copies~~ of ~~which~~the ~~are~~Company ~~filed~~occurred. asAt ~~Exhibit 99.1~~the ~~and~~Effective ~~99.2~~Time, tothe ~~this~~Company ~~Current~~became ~~Report~~an ~~and~~indirect ~~incorporated~~wholly ~~herein~~owned bysubsidiary ~~reference~~of Parent.

~~On August~~Item 3,5.02. Departure ~~2021,~~of ~~the~~Directors ~~Company~~or ~~and~~Certain ~~Sanofi~~Officers; ~~issued~~Election aof ~~joint~~Directors; ~~press~~Appointment ~~release announcing the execution~~ of ~~the~~Certain ~~Merger~~Officers; ~~Agreement~~Compensatory asArrangements ~~described above. A copy~~ of ~~the~~Certain ~~press release is attached as Exhibit 99~~Officers.3 ~~and incorporated herein by reference.~~

Pursuant to the Merger Agreement, effective immediately after the Effective Time, each of Ronald C. Renaud, Jr., George Demetri, M.D., Robert Plenge, M.D., Ph.D., Robert Meyer, M.D., Jean-Francois Formela, M.D., Daniella Beckman and Owen Hughes ceased serving as a member of the board of directors of the Company and each committee thereof and each of Ronald C. Renaud, Jr., E. Rand Sutherland, M.D., M.P.H., Ann Barbier, M.D., Ph.D, Paul Burgess, Paula Cloghessy, Frank DeRosa, Ph.D, Brain Fenton, Brendan Smith, Richard Wooster, Ph.D and Greg Troiano ceased serving as an officer of the Company.

Further, pursuant to the Merger Agreement and effective immediately after the Effective Time, the officers and directors of Purchaser as of immediately prior to the Effective Time became the officers and directors of the surviving corporation. Information regarding the new officers and directors of the Company has been previously disclosed in the Tender Offer Statement on Schedule TO, filed by Purchaser, Aventis Inc., a Delaware corporation, and Parent with the SEC on August 16, 2021 (together with the exhibits and annexes thereto and as amended or supplemented from time to time), and is incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation of the Company and the bylaws of the Company were each amended and restated in its entirety. Copies of the certificate of incorporation and bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Form 8-K.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.


Number		Description

2.1		Agreement and Plan of Merger, dated as of August 2, 2021, by and among Sanofi, Vector Merger Sub, Inc. and Translate Bio, Inc. (incorporated herein by reference to Exhibit 2.1 to Translate Bio’s Form 8-K (File No. 001-38550), filed August 3, 2021).

3.1		Third Restated Certificate of Incorporation of Translate Bio.*

3.2		Second Amended and Restated Bylaws of Translate Bio.*

104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

*	Filed herewith

~~Item 9.01~~SIGNATURE ~~Financial Statements and Exhibits.~~

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of August 2, 2021, by and among Sanofi, Vector Merger Sub, Inc. and Translate Bio, Inc.*
99.1		Tender and Support Agreement by and between Sanofi and Baupost Group Securities, L.L.C., dated as of August 2, 2021*
99.2		Tender and Support Agreement by and between Sanofi and Ronald C. Renaud, Jr., dated as of August 2, 2021*
99.3		Joint Press Release of Sanofi and Translate Bio, Inc., dated August 3, 2021
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

Forward-Looking Statements

This current report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. Although Sanofi’s and the Company’s management each believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Sanofi and the Company, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things, risks related to Sanofi’s and the Company’s ability to complete the acquisition on the proposed terms or on the proposed timeline, including the receipt of required regulatory approvals, the possibility that competing offers will be made, other risks associated with executing business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized, risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition, disruption from the proposed acquisition making it more difficult to conduct business as usual or to maintain relationships with customers, employees, manufacturers, suppliers or patient groups, and the possibility that, if the combined company does not achieve the perceived benefits of the proposed acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of Sanofi’s shares could decline, as well as other risks related Sanofi’s and the Company’s respective businesses, including the ability to grow sales and revenues from existing products and to develop, commercialize or market new products, competition, the uncertainties inherent in research and development, including future clinical data and analysis, regulatory obligations and oversight by regulatory authorities, such as the FDA or the EMA, including decisions of such authorities regarding whether and when to approve any drug, device or biological application that may be filed for any product candidates as well as decisions regarding labelling and other matters that could affect the availability or commercial potential of any product candidates, the absence of a guarantee that any product candidates, if approved, will be commercially successful, the future approval and commercial success of therapeutic alternatives, Sanofi’s ability to benefit from external growth opportunities and to complete related transactions and/or obtain regulatory clearances, risks associated with Sanofi’s and the Company’s intellectual property and any related pending or future litigation and the ultimate outcome of

such litigation, trends in exchange rates and prevailing interest rates, volatile economic and market conditions, cost containment initiatives and subsequent changes thereto, and the impact that COVID-19 will have on Sanofi and the Company and their respective customers, suppliers, vendors, and other business partners, and the financial condition of any one of them, as well as on Sanofi’s and the Company’s employees and on the global economy as a whole. Any material effect of COVID-19 on any of the foregoing could also adversely impact Sanofi and the Company. This situation is changing rapidly and additional impacts may arise of which Sanofi and the Company are not currently aware and may exacerbate other previously identified risks. While the list of factors presented here is representative, no list should be considered a statement of all potential risks, uncertainties or assumptions that could have a material adverse effect on companies’ consolidated financial condition or results of operations. The foregoing factors should be read in conjunction with the risks and cautionary statements discussed or identified in the public filings with the U.S. Securities and Exchange Commission (the “SEC”) made by Sanofi and the Company and the public filings with the Autorité des marchés financiers made by Sanofi, including those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in Sanofi’s annual report on Form 20-F for the year ended December 31, 2020, and the Company’s annual report on Form 10-K for the year ended December 31, 2020, quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Sanofi and the Company do not undertake any obligation to update or revise any forward-looking information or statements.

About the Offer

The tender offer for the outstanding shares of Company common stock referenced in this current report has not yet commenced. This current report is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that Sanofi and its acquisition subsidiary will file with the SEC, upon the commencement of the tender offer. At the time the tender offer is commenced, Sanofi and its acquisition subsidiary will file a tender offer statement on Schedule TO and thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANY’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.

The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of the Company’s stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Sanofi or the Company. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s internet website at www.translate.bio or by contacting the Company’s Investor Relations Department at tdahlman@translate.bio. Copies of the documents filed with the SEC by Sanofi will be available free of charge on Sanofi’s internet website at https://en.sanofi.com/investors or by contacting Sanofi’s Investor Relations Department at ir@sanofi.com.

Additional Information

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Sanofi files annual and special reports and other information with the SEC and the Company files annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by Sanofi and the Company at the SEC public reference room at 100 F. Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Sanofi’s and the Company’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRANSLATE BIO, INC.	~~TRANSLATE BIO, INC.~~
Date: August 3, 2021
Dated: September 14, 2021
		By:	/s/ ~~Paul~~Michael ~~Burgess~~Tolpa
			Name: Paul Burgess
			Name:	Michael Tolpa
			Title: Chief Operating Officer, Chief Legal Officer and Secretary
			Title:	Treasurer

Filing Compare · Translate Bio, Inc.