Sanofi-aventis makes tender offer of $18.5 billion for Genzyme Corporation

Sanofi-aventis makes tender offer of $18.5 billion for Genzyme Corporation

2010-10-04 22:56:10 GMT+7 (ICT)

PARIS (BNO NEWS) -- Sanofi-aventis on Monday announced that it has commenced a tender offer for all outstanding shares of common stock of Genzyme Corporation for a transaction valued at approximately $18.5 billion.

Sanofi-aventis' tender offer was for $69 per share, net to the seller in cash, without interest and less any required withholding taxes. The offer represents a premium of 38 percent over Genzyme's unaffected share price of $49.86 on July 1 and a premium of almost 31 percent over the one-month historical average share price through July 22, the day prior to press speculation that sanofi-aventis had made an approach to acquire Genzyme.  

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.

While sanofi-aventis' has shown interest in engaging 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.  

On September 20, a meeting between the two CEOs showed no productive negotiations despite several attempts by sanofi-aventis to advance discussions. Its executives also met recently with shareholders that collectively own more than 50 percent of Genzyme's outstanding shares.

In addition, the conversations revealed that those shareholders were frustrated with Genzyme's persistent refusal to have meaningful discussions regarding sanofi-aventis' proposal.  

"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 demonstrate that they support a transaction and are frustrated by Genzyme's unwillingness to engage in constructive discussions with us.  This has left us with no choice but to present the offer directly to Genzyme's shareholders. We strongly believe our offer price of $69 per share in cash represents a compelling value for Genzyme shareholders," Viehbacher added.

On Monday, sanofi-aventis will be filing with the U.S. Securities and Exchange Commission ("SEC") a Tender Offer Statement on Schedule TO, containing the Offer to Purchase, form of Letter of Transmittal and related tender offer documents, setting forth in detail the terms and conditions of the tender offer.  

The tender offer is conditioned on several things, including tender of a majority of the outstanding shares of Genzyme common stock, calculated on a fully-diluted basis; Genzyme's Board of Directors having approved the tender offer and the subsequent merger described in the tender offer document; the receipt of required regulatory approvals; Genzyme not having entered into any transaction or taken other actions that would impair completion of the tender offer or diminish the value of Genzyme to sanofi-aventis.

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