PARIS, April 4, 2011 /PRNewswire/ -- Sanofi-aventis
(EURONEXT: SAN and NYSE: SNY) announced today that it has
successfully completed its exchange offer for all outstanding
shares of common stock of Genzyme Corporation (NASDAQ: GENZ).
The exchange offer and withdrawal rights expired at 11:59 p.m., New York
City time, on April 1, 2011.
The depositary for the exchange offer has advised
sanofi-aventis that, as of the expiration time, 224,528,469 shares
of Genzyme common stock (including 43,285,259 shares subject to
guarantees of delivery) were validly tendered and not withdrawn.
That represents approximately 84.6% of Genzyme's outstanding shares
of common stock and approximately 77.0% of the shares on a
fully-diluted basis, giving sanofi-aventis control of Genzyme. All
shares that were validly tendered and not validly withdrawn have
been accepted for purchase, and payment for such shares will be
made promptly in accordance with the terms of the exchange offer at
the offer price of $74.00 in cash,
without interest and less any required withholding taxes, and one
contingent value right per share. The CVRs have been listed on the
NASDAQ stock market under the ticker symbol "GCVRZ" and will begin
trading today.
To allow remaining Genzyme shareholders the opportunity to
tender their shares, sanofi-aventis has also announced the opening
of a subsequent offer period beginning today, April 4, 2011, as contemplated by the merger
agreement. The subsequent offer period will expire at 6:00 p.m., New York
City time on Thursday, April 7,
2011.
Through the acquisition, Genzyme will become an important new
platform in sanofi-aventis' sustainable growth strategy and expand
the company's presence in biotechnology. Sanofi-aventis is making
Genzyme its global center for excellence in rare diseases and the
acquisition will reinforce sanofi-aventis' commitment to the
greater Boston area, where it
already has a sizeable presence.
"The addition of Genzyme represents an important milestone in
sanofi-aventis' sustainable growth strategy by adding a meaningful
new growth platform and expanding our footprint in
biotechnology," said Christopher A.
Viehbacher, Chief Executive Officer of sanofi-aventis.
"Combined, our two companies will bring tremendous expertise,
commitment and resources to biotechnology, particularly in rare
diseases, along with similar cultural traits, including
patient-centric missions and strong commitments to the communities
we serve. Already, we are making progress on the tremendous
opportunities that are possible by bringing these two companies
together through the integration process, which is progressing well
and remains on track."
"The process we have started with sanofi-aventis has
confirmed the enormous opportunities that exist by combining our
two companies," said Henri A.
Termeer, outgoing Chairman of the Board, President and Chief
Executive Officer of Genzyme Corporation. "This moment is a
catalyst for change within both organizations, and we are
developing an exciting vision for a future together that draws on
what is best about each company. In the future, Genzyme will remain
a vibrant organization, meeting the need for innovative treatments
that change the lives of patients with serious diseases."
During the subsequent offering period, sanofi-aventis will
accept for exchange, and promptly exchange, validly tendered shares
of Genzyme common stock. Genzyme shareholders who validly
tender their shares during the subsequent offering period will
receive the same $74.00 in cash,
without interest and less any required withholding taxes, and one
contingent value right per share that was payable to shareholders
who tendered their shares during the initial offering period.
Procedures for tendering shares during the subsequent
offering period are the same as during the initial offering period
with two exceptions: Shares cannot be delivered by the guaranteed
delivery procedure and pursuant to Rule 14d-7(a)(2) under the
Securities Exchange Act of 1934, as amended, shares validly
tendered during the subsequent offering period will be accepted for
exchange on a daily, "as tendered" basis and, accordingly, may not
be withdrawn.
After the subsequent offering period, sanofi-aventis intends to
effect a short-form merger as permitted by Massachusetts law after exercising its top-up
option under the merger agreement, if necessary. Genzyme will
become a wholly-owned subsidiary of sanofi-aventis upon closing of
the merger. As a result of the merger, any shares of Genzyme
common stock not tendered in the exchange offer or during the
subsequent offering period will be cancelled and (except for shares
held by sanofi-aventis, Genzyme and their subsidiaries) converted
into the right to receive the same $74.00 per share in cash and one contingent value
right, per share, paid in the exchange offer.
Forward Looking Statements
This press release contains forward-looking statements.
Forward-looking statements are statements that are not historical
facts. These statements include product development, product
potential projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and
expectations with respect to future events, operations, products
and services, and statements regarding future performance.
Forward-looking statements are generally identified by the words
"expects," "anticipates," "believes," "intends," "estimates,"
"plans" and similar expressions. Although
sanofi-aventis' management believes that the expectations reflected
in such forward-looking statements are reasonable, investors
are cautioned that forward-looking information and
statements are subject to various risks and uncertainties, many of
which are difficult to predict and generally beyond the control
of sanofi-aventis, that could cause actual results
and developments to differ materially from those expressed in, or
implied or projected by, the forward-looking information and
statements. These risks and uncertainties include among other
things, the uncertainties inherent in research and development,
future clinical data and analysis, including post marketing,
decisions by regulatory authorities, such as the FDA or the EMEA,
regarding whether and when to approve any drug, device or
biological application that may be filed for any such product
candidates as well as their decisions regarding labelling and other
matters that could affect the availability or commercial potential
of such products candidates, the absence of guarantee that the
products candidates if approved will be commercially successful,
the future approval and commercial success of therapeutic
alternatives, the Group's ability to benefit from external growth
opportunities as well as those discussed or identified in the
public filings with the SEC and the AMF made by sanofi-aventis,
including those listed under "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Statements" in sanofi-aventis'
annual report on Form 20-F for the year ended December 31, 2010. Other than as
required by applicable law, sanofi-aventis does not
undertake any obligation to update or revise any forward-looking
information or statements.
Important Additional Information
This communication is neither an offer to purchase nor a
solicitation of any offer to sell any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of
1933, as amended, or an exemption therefrom. In connection
with the proposed transaction, sanofi-aventis has filed an amended
tender offer statement and a registration statement on Form F-4 to
register certain securities and certain related documents and
Genzyme has filed a Solicitation/Recommendation Statement with
respect to the exchange offer with the U.S. Securities and Exchange
Commission (the "SEC"). Genzyme shareholders are urged to read the
registration statement and exchange offer documents because they
contain important information that shareholders should consider
before making any decision regarding tendering their shares. These
documents have been mailed to all Genzyme shareholders of record.
These documents, as they may be amended from time to time, contain
important information about the proposed transaction and Genzyme
shareholders are urged to read them carefully and in their entirety
before any decision is made with respect to the proposed
transaction. Documentation relating to the transaction may be
obtained at no charge at the website maintained by the SEC at
www.sec.gov and may also be obtained at no charge by
directing a request by mail to MacKenzie Partners, Inc., 105
Madison Avenue, New York, New York
10016, or by calling toll-free at (800) 322-2885. Free copies of
the Solicitation/Recommendation Statement will be made available by
Genzyme by directing a request to Genzyme at 500 Kendall Street,
Cambridge, MA 02142, Attention:
Shareholder Relations Department, or by calling 617-252-7500 and
asking for the Shareholder Relations Department.
About sanofi-aventis
Sanofi-aventis, a leading global pharmaceutical company,
discovers, develops and distributes therapeutic solutions to
improve the lives of everyone. Sanofi-aventis is listed in
Paris (EURONEXT : SAN) and in
New York (NYSE : SNY). For
more information, visit: www.sanofi-aventis.us or
www.sanofi-aventis.com.
SOURCE sanofi-aventis