Blueprint Medicines Completes $9.1B Merger, Delists from Nasdaq and Changes Leadership

Blueprint Medicines has completed a $9.1 billion merger, resulting in the delisting of its shares from Nasdaq. The company's board of directors and executive agreements have also undergone significant changes, including provisions for executive bonuses and tax reimbursements. Analysts have issued a Buy rating with a $125 price target. The company's overall score is primarily impacted by its strong financial growth potential and positive earnings call sentiment.

Sanofi (EPA:SASY) (NASDAQ:SNY) (EPA:SAN) has successfully completed its acquisition of Blueprint Medicines Corp (NASDAQ:BPMC) in a deal valued at approximately $9.1 billion, according to a Friday SEC filing. The transaction closed on Thursday following the expiration of a tender offer in which approximately 70.9% of Blueprint Medicines’ outstanding shares were validly tendered [1].

Under the terms of the merger agreement, Blueprint Medicines shareholders received $129.00 per share in cash, plus one non-transferable contractual contingent value right (CVR) per share. Each CVR entitles holders to receive up to $6.00 per share in cash upon the achievement of specified milestones. The aggregate consideration paid for the acquisition was approximately $9.1 billion in cash, with additional CVRs issued [1].

The deal comes as Blueprint Medicines demonstrated strong financial fundamentals, with InvestingPro data showing a robust revenue growth of 99.19% in the last twelve months and a healthy current ratio of 2.8, indicating strong liquidity position [1]. Following the tender offer and merger, Blueprint Medicines became a wholly owned subsidiary of Aventis Inc., itself a wholly owned subsidiary of Sanofi. The merger was completed under Section 251(h) of the Delaware General Corporation Law, which does not require a shareholder vote when certain conditions are met [1].

As a result of the transaction, Blueprint Medicines has notified the Nasdaq Stock Market LLC and requested the delisting and deregistration of its common shares. The company’s reporting obligations under the Securities Exchange Act are expected to be suspended upon filing of a Certification and Notice of Termination of Registration [1]. In connection with the merger, all outstanding loans under the company’s previous financing agreements were repaid and related agreements were terminated. The company also ended its at-the-market equity offering program [1].

At the time the merger became effective, all members of Blueprint Medicines’ board of directors resigned, and Michael J. Tolpa, formerly the sole director of the acquiring subsidiary, was appointed as the sole director of the company. Certain executive officers entered into agreements providing reimbursement for excise taxes related to the merger, with a total cap of $25 million for such payments [1]. Blueprint Medicines’ certificate of incorporation and bylaws were amended and restated in accordance with the merger agreement [1].

The acquisition aims to expand Sanofi’s portfolio in rare immunological diseases and enhance its capabilities in precision medicine. Blueprint’s Ayvakit, which generated nearly $150 million in revenue in the first quarter of 2025, will be integrated into Sanofi’s immunology portfolio [2]. Analysts have reacted to the acquisition with mixed ratings; Citi upgraded Blueprint Medicines to Neutral, while Citizens JMP, TD Cowen, and JPMorgan downgraded their ratings. The downgrades reflect concerns about the acquisition’s impact on stock performance and the valuation of CVRs [2]. Sanofi plans to finance the acquisition through available cash and new debt, with expectations for the deal to be accretive to gross margin and EPS after 2026 [2].

The acquisition is anticipated to close in the third quarter of 2025, pending regulatory approvals [2].

References:
[1] https://uk.investing.com/news/sec-filings/sanofi-completes-91-billion-acquisition-of-blueprint-medicines-nasdaq-delisting-follows-93CH-4174442
[2] https://za.investing.com/news/sec-filings/sanofi-completes-91-billion-acquisition-of-blueprint-medicines-nasdaq-delisting-follows-93CH-3794787