Subject to the closing of this offer, we have agreed to acquire a total of approximately $5 billion of Sanofi common shares at the price at which common shares are sold to the public in this offer, net of the insurance reduction described in the section of the prospective supplement entitled “SummaryRecent DevelopmentsShare Repurchase.” Following this offer and the repurchase of approximately $5 billion in shares (and assuming that insurers exercise their option to fully acquire additional shares), the selling shareholders will have sold all of the shares of our common shares held by Sanofi and its related companies, with shares other than 400,000 that Sanofi is considering to retain. The share prices in this prospectus are estimated on the basis of the closing price per share of our common share on May 22, 2020 of $569.91. The company, insurers and their affiliates rely on the truth and accuracy of previous statements, confirmations and agreements. This document consists of two parts. The first part is this prospectus supplement which contains specific information about the selling shareholders and the conditions under which the selling shareholders offer and sell our common shares. The second part is the accompanying prospectus of November 13, 2018, which contains and contains important commercial and financial information about us and other information about the offer. Anti-take-over effects. Our Board of Directors may, without the consent of the shareholders, authorize the issuance of preferred shares with voting and transfer rights that could have a negative impact on the voting rights and other rights of the holders of our common shares. Preferential actions could therefore be issued quickly, with conditions that delay or prevent any change in control or make it more difficult to remove management. In certain circumstances, this could result in a decrease in the market price of our common stock. The view provides that neither our incorporation nor our current or future shareholders, officers or directors of our successor company or company assume individual liability as such for our obligations, commitments or agreements in the context of obligations or discernment.
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