お知らせ • Apr 30
Clayton, Dubilier & Rice Fund XII a fund managed by Clayton, Dubilier & Rice, LLC acquired 50% stake in Opella Healthcare Group SAS from Sanofi (ENXTPA:SAN) for around €10 billion.
Clayton, Dubilier & Rice Fund XII a fund managed by Clayton, Dubilier & Rice, LLC proposed to acquire 50% stake in Opella Healthcare Group SAS from Sanofi (ENXTPA:SAN) for an enterprise value of €16 billion on October 23, 2024. As of February 3, 2025, Sanofi has exercised its put option. Clayton, Dubilier & Rice Fund XII a fund managed by Clayton, Dubilier & Rice, LLC signed the share purchase agreement to acquire 50% stake in Opella Healthcare Group SAS from Sanofi on February 19, 2025. The acquisition would place an enterprise value on Opella of €16 billion. A cash consideration will be paid by Clayton, Dubilier & Rice, LLC. As part of consideration, an undisclosed value is paid towards common equity of Opella Healthcare Group SAS. Pursuant to the exercise of its put option, Sanofi contemplates entering into the SPA, in accordance with the put option agreement. The purchase price for the acquisition of Opella will be determined and paid at closing Bpifrance is expected to participate as a minority shareholder with a c.2% stake in Opella, Sanofi would remain a significant shareholder in Opella. The terms of the transaction remain unchanged from those previously disclosed, and closing is expected to take place in Q2 2025 at the earliest. This transaction remains subject to obtaining customary regulatory approvals from the competent authorities.
As of January 30, 2025, the European Commission has approved US private equity firm Clayton, Dubilier & Rice's (CD&R) deal to buy a 50% stake in French pharma company Sanofi's Opella. As the transaction is not expected to hurt competition, given the limited market position of the companies involved.
Adrian Maguire, Vincent Ponsonnaille, Laurent Victor-Michel, Jessica Corr, Emmanuel Enrici, Vincent Bergin, Emma L. Flett, Max Harris, Daisy L. Darvall, Martin A. Schwertmann, Mavnick Nerwal, Sivanti Devakumar, Mike Carew, Nadine Gelli, Nicholas Warther, Louise Chappey, Sonia Bouaffassa and Kate Hardey of Kirkland & Ellis and Ashwath Rau and Kashish Bhatia of AZB & Partners acted as legal advisors to Clayton, Dubilier & Rice. Dan Maze, Francesco Lione, and Hendrik Smit, Roberto Luis, Reyes Gaskin, Lionel Dechmann, Aurélie Buchinet, Fergus Wheeler, Paul Yin, Stelios Saffos, Peter Sluka, and Andrew Blumenthal of Latham & Watkins is advising the arrangers and lenders on the senior secured loan and bond financing for Clayton, Dubilier & Rice’s (CD&R) bid to acquire a 50% controlling stake in Opella. Debevoise & Plimpton LLP acted as legal advisor to Clayton, Dubilier & Rice (“CD&R”). Olivier Assant, Kate Romain, Guillaume Léonard, and Marie-Cécile Rameau of Bredin Prat, Linda A. Hessem, Florent Bouyer and Carol Khoury of Jones Day and Jennifer Bethlehem, Julian Long, David Brooks, Rod Carlton, Christel Cacioppo, Charlotte Colin-Dubuisson, Vincent Daniel-Mayeur, Chris Davis, Steve Matays, Jérôme Philippe, David Mendel, Julien Rebibo, May Smith, Bukunola Alakija, Richard Daniels, Elodie Favre-Thellmann, Aïleen Legré, Rikin Morjaria and Jon Scurr of Freshfields Bruckhaus Deringer and Bertrand Cardi, Nicolas Mennesson and Hugo Diener of Darrois Villey Maillot Brochier acted as legal advisors to Sanofi. Citigroup Inc. (NYSE:C) acted as financial advisor to Clayton, Dubilier & Rice. The Goldman Sachs Group, Inc. (NYSE:GS) and Morgan Stanley (NYSE:MS) acted as financial advisor to Sanofi. PJT Partners advised Bpifrance.
Clayton, Dubilier & Rice Fund XII a fund managed by Clayton, Dubilier & Rice, LLC completed the acquisition of 50% stake in Opella Healthcare Group SAS from Sanofi (ENXTPA:SAN) for around €10 billion on April 30, 2025. Sanofi retains a significant shareholding of Opella with a 48.2% stake. Bpifrance will own a 1.8% stake in Opella and will join the Board. The transaction was completed on the terms previously disclosed. Sanofi has received total net cash proceeds of around €10 billion.