Sanofi-aventis Commences Tender Offer to Acquire All Outstanding Shares of Genzyme for $69 per Share in Cash

Mon, 10/04/2010 - 1:33am

PARIS, Oct. 4 /PRNewswire-FirstCall/ -- Sanofi-aventis [(EURONEXT: SAN) and (NYSE: SNY)] announced today it has commenced a tender offer for all outstanding shares of common stock of Genzyme Corporation (Nasdaq: GENZ) for $69 per share, net to the seller in cash, without interest and less any required withholding taxes.  The transaction is valued at approximately $18.5 billion. The offer, which was unanimously approved by sanofi-aventis' Board of Directors, is scheduled to expire at 11:59 p.m., New York City time on December 10, 2010.

While sanofi-aventis' strong preference is to engage in constructive discussions with Genzyme, Genzyme's Board and management team's continued refusal to do so has led sanofi-aventis to commence the tender offer.  A meeting between the two CEOs on September 20, 2010, proved unproductive, despite several attempts by sanofi-aventis to advance discussions. Sanofi-aventis executives met recently with shareholders who collectively own more than 50 percent of Genzyme's outstanding shares. The conversations revealed that those shareholders were frustrated with Genzyme's persistent refusal to have meaningful discussions regarding sanofi-aventis' proposal.  Sanofi-aventis sent a letter to Genzyme's Board today informing it of the company's intention to commence the tender offer, a copy of which is included with this release.

"Sanofi-aventis is committed to a transaction with Genzyme, and we believe that our offer reflects both Genzyme's upside potential and its current operational challenges," said Christopher A. Viehbacher, Chief Executive Officer of sanofi-aventis. "Our strong preference has been and continues to be to work together constructively with the Genzyme Board to reach a mutually agreeable transaction, but our attempts to do so have been blocked at every turn.  Our recent meetings with Genzyme shareholders demonstr





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