Recordati (REC) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of global rights to Enjaymo® (sutimlimab) from Sanofi enhances the rare diseases franchise, targeting cold agglutinin disease (CAD), a rare B-cell disorder with high unmet need, and complements the existing rare disease and oncology portfolio, especially Sylvant®.

• Enjaymo® is the only approved targeted biologic for CAD, with a strong fit alongside Sylvant® and a focus on hematologists.

• Expands rare diseases footprint in the U.S., Japan, and Europe, addressing a serious unmet medical need.

• Retention of all relevant Sanofi employees aims to strengthen global capabilities and ensure continuity.

Financial terms and conditions

• Upfront payment of $825 million, with up to $250 million in commercial milestone payments tied to net sales thresholds.

• Funded by a mix of new debt and existing cash; leverage expected at 2.4–2.5x EBITDA by end 2024, declining below 2x in 2025.

• Non-recurring transaction costs estimated below EUR 10 million, mainly for advisory, insurance, and transition expenses.

• Dividend and capital allocation policy remain unchanged.

• Enjaymo® generated ~€100 million in revenue over the last 12 months as of August 2024.

Synergies and expected cost savings

• Commercial synergies expected through integration with the existing Sylvant® hematology network, leveraging established relationships with key physicians.

• Retaining Sanofi employees is expected to enhance operational capabilities and integration.