SC 14D9/A

This Amendment No. 3 to Schedule 14D-9 (the “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by Principia Biopharma Inc., a Delaware corporation (“Principia”), with the Securities and Exchange Commission on August 28, 2020 relating to the offer by Sanofi, a French société anonyme (“Sanofi”) and Kortex Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sanofi (“Purchaser”), to purchase all the issued and outstanding shares of Principia’s common stock, $0.0001 par value per share (the “Shares”), for a purchase price of $100.00 per Share in cash, without interest and subject to any withholding of taxes required by applicable legal requirements, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 28, 2020, and in the related Letter of Transmittal, each of which may be amended or supplemented from time to time.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and restated by deleting the second and third paragraphs under the heading “Antitrust Compliance” on page 48 of the Schedule 14D-9 and replacing them with the following paragraphs:

“Principia and Sanofi each filed Premerger Notification and Report Forms with the FTC and the Antitrust Division on September 4, 2020 for review in connection with the Offer. The initial waiting period under the HSR Act expired, effective September 21, 2020 at 11:59 p.m. Eastern Time. Accordingly, the condition to the Offer requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated has been satisfied. The Offer continues to be subject to the remaining conditions set forth in the Offer to Purchase.

Even though the requisite waiting period under the HSR Act has expired, at any time before or after Purchaser’s acceptance for payment of Shares pursuant to the Offer, if the FTC believes that the Offer may substantially lessen competition in any line of commerce in violation of the U.S. federal antitrust laws, the FTC has the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring disposition of such Shares, or the divestiture of assets of Sanofi, Principia or any of their respective subsidiaries or affiliates. The U.S. Department of Justice Antitrust Division, U.S. state attorneys general and private persons may also bring legal action under the U.S. federal and state antitrust laws. While Principia believes that the consummation of the Offer will not violate any U.S. federal or state antitrust law, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be.”

Item 9. Exhibits.


Exhibit No.		Description
(a)(17)		Press Release issued by Sanofi, dated September 22, 2020 (incorporated by reference to Exhibit (a)(5)(G) to Amendment No. 2 to the Schedule TO of Sanofi and Kortex Acquisition Corp. filed September 22, 2020).


PRINCIPIA BIOPHARMA INC.

By:		/s/ Roy Hadiman
		Name: Roy Hardiman
		Title: Chief Business Officer