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Acquisition Agreement for Genzyme

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Acquisition Agreement for Genzyme Dealdoc Acquisition agreement for Genzyme Genzyme Sanofi-Aventis Aug 29 2010 © 2009-2021, Wildwood Ventures Ltd. All rights reserved. Acquisition agreement for Genzyme Genzyme Companies: Sanofi-Aventis Announcement date: Aug 29 2010 Deal value, US$m: 20100.0 : acquisition value Related contracts: Facilities agreement for acquisition for Genzyme • Details • Financials • Termsheet • Press Release • Filing Data • Contract Details Announcement date: Aug 29 2010 Start date: Feb 16 2011 Bigpharma Industry sectors: Pharmaceutical Biotech Financials Deal value, US$m: 20100.0 : acquisition value Termsheet 29 August 2010 Sanofi-aventis has submitted a non-binding proposal to acquire Genzyme in an all-cash transaction valued at approximately $18.5 billion. Genzyme shareholders would receive $69 per Genzyme share in cash, representing a 38% premium over Genzyme’s unaffected share price of $49.86 on July 1, 2010. Sanofi-aventis has secured financing for its offer. 30 August 2010 Genzyme has received an unsolicited, non-binding proposal from Sanofi-Aventis to acquire all the outstanding shares of Genzyme for $69 per share in cash. Hostile offer - October 2010 Tender offer for all outstanding shares of common stock of Genzyme 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. Acquisition confirmed - Feb 2011 © 2009-2021, Wildwood Ventures Ltd. All rights reserved. Sanofi-aventis and Genzyme Corporation have entered into a definitive agreement under which sanofi-aventis is to acquire Genzyme for $74.00 per share in cash, or approximately $20.1 billion. In addition to the cash payment, each Genzyme shareholder will receive one Contingent Value Right (CVR) for each share they own, entitling the holder to receive additional cash payments if specified milestones related to Lemtrada™ (alemtuzumab MS) are achieved over time or a milestone related to production volumes in 2011 for Cerezyme® and Fabrazyme® is achieved. Press Release Sanofi-aventis Announces Non-Binding Offer to Acquire Genzyme 29 August 2010 Paris, France - August 29, 2010 - Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) announced today that it has submitted a non-binding proposal to acquire Genzyme (NASDAQ: GENZ) in an all-cash transaction valued at approximately $18.5 billion. Under the terms of the proposed acquisition, Genzyme shareholders would receive $69 per Genzyme share in cash, representing a 38% premium over Genzyme’s unaffected share price of $49.86 on July 1, 2010. Sanofi-aventis’ offer also represents a premium of almost 31% over the one-month historical average share price through July 22, 2010, the day prior to press speculation that sanofi-aventis had made an approach to acquire Genzyme. Based on analyst consensus estimates, the offer represents a multiple of 36 times Genzyme’s 2010 earnings per share and 20 times 2011 earnings per share. Accordingly, the offer price takes into account the upside potential of the anticipated recovery in Genzyme’s performance in 2011. Sanofi-aventis has secured financing for its offer. The non-binding offer, which was made on July 29, 2010, was reiterated in a letter sent today to Genzyme’s Chairman, President and Chief Executive Officer, Henri A. Termeer, after several unsuccessful attempts to engage Genzyme’s management in discussions. Sanofi-aventis is disclosing the contents of its letter in order to inform Genzyme’s shareholders of the significant shareholder value and compelling strategic fit inherent in a combination of the two companies. Genzyme is a leading bio-pharmaceutical company based in Cambridge, Massachusetts. Its products address rare diseases, kidney disease, orthopedics, cancer, transplant and immune diseases, and diagnostic testing. Sanofi-aventis’ global reach and significant resources would allow Genzyme to accelerate investment in new treatments, enhance penetration in existing markets and expand further into emerging markets. The combination of both companies would create a global leader in developing and providing novel treatments, giving both companies significant new growth opportunities. “A combination with Genzyme represents a compelling opportunity for both companies and our respective shareholders and is consistent with our sustainable growth strategy,” said Christopher A. Viehbacher, Chief Executive Officer of sanofi-aventis. “Sanofi-aventis shares Genzyme’s commitment to improving the lives of patients, and our global reach and resources can help the company better navigate Genzyme Confirms Receipt of Unsolicited Proposal 30 August 2010 CAMBRIDGE, Mass.--(BUSINESS WIRE)--Genzyme Corp. (NASDAQ: GENZ) today confirmed that it has received an unsolicited, non-binding proposal from Sanofi-Aventis to acquire all the outstanding shares of Genzyme for $69 per share in cash. The Genzyme board of directors met last night, unanimously affirmed its previous rejection of Sanofi’s proposal, and instructed the company to send Sanofi the following response letter: Dear Mr. Viehbacher: The Genzyme board is now in receipt of your second unsolicited letter proposing to acquire the company for $69 per share in cash. This letter, received yesterday, is identical to last month’s offer. It provides no new information and no improvement in price, and therefore fails to establish a basis for engagement by the Genzyme board. This should come as no surprise to Sanofi. On August 11, 2010, Genzyme responded to your first letter dated July 29, 2010. In our response, we stated that, “without exception, each member of the Genzyme board believes this is not the right time to sell the company, because your opportunistic takeover proposal does not begin to recognize the significant progress underway to rectify our manufacturing challenges or the potential for our new-product pipeline.” Our board met last evening in response to your second letter and unanimously confirmed those views. As you are well aware, our bankers met with your financial advisors on August 24, 2010, and provided very useful, non-public information regarding progress the company has made to meaningfully improve its manufacturing capacity, the tremendous future upside of our multiple sclerosis drug alemtuzumab, and our outlook for significant cost reductions that will further drive our earnings growth. Moreover, last week’s public announcement that we have begun to increase the supply of Cerezyme for patients with Gaucher disease to near-normal levels, and that supplies of Fabrazyme for patients with Fabry disease will increase beginning in the fourth quarter, further illustrates the progress we are making as well as the opportunistic nature of your proposal. © 2009-2021, Wildwood Ventures Ltd. All rights reserved. Notwithstanding this information and assistance, you have not increased your price above $69 per share. You and your advisors claim you are willing to pay more but that you are unwilling to “bid against yourself.” The Genzyme board is not prepared to engage in merger negotiations with Sanofi based upon an opportunistic proposal with an unrealistic starting price that dramatically undervalues our company. As you know, the Genzyme board includes representatives of some of our major shareholders. Our board has worked actively to understand the true value of our company and is unanimous and resolute in its commitment to maximize Genzyme’s future value for all of our shareholders. Yours truly, Henri A. Termeer Chairman and Chief Executive Officer Genzyme noted that there is no need for company shareholders to take any action at this time. Genzyme’s financial advisors are Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., and its legal advisor is Ropes & Gray LLP. 1 Septemeber 2010 Genzyme CEO will sell but only at right price - Reuters Genzyme Corp's chief executive has told Reuters that he is willing to sell the US biotech major to Sanofi-Aventis, but not for the $69 per share offered by the French drugmaker. Genzyme rejected Sanofi's $18.50 billion takeover offer earlier this week but in an interview with the news agency, Henri Termeer said an amicable settlement can be reached. "I think a hostile situation is unlikely to occur here," he stated, claiming that "we need each other too much in terms of future value. It may well be that they go that way, but I would recommend against it if I were advising the other side because it is not the way to get this done." He reiterated that the company "is not for sale at $69 a share" and "a deal will only get done when the strategic value of the company is properly recognised". Mr Termeer declined to say what he would consider a reasonable figure, though analysts have said that an offer of $75-$78 per share could swing it. He added that he plans to embark on a "non-deal" roadshow later this month to ensure investors understand the value of the company and noted that "they are very reassured to see that the board is unanimous in rejecting this bid and they are very in tune with the value of the recovery we have in process." Mr Termeer also spoke about Sanofi's initial approach which came in the form of a phone call from the Paris-headquartered firm's chief executive Chris Viehbacher. "It was a pleasant call," he said. "We know each other and it was not unpleasant. It is not unpleasant now." 9 September 2010 Sanofi sticks to $69 per share Genzyme offer French drugmaker Sanofi-Aventis poured cold water on reports it had raised its offer for Genzyme saying it was sticking to its bid of $18.5 billion, or $69 per share. "There is one offer, at $69 a share," spokeman Jean-Marc Podvin said on Thursday. "No other offer has been made to or discussed with the Genzyme board, its management or shareholders." He reiterated Sanofi wanted to enter into constructive dialogue with Genzyme to best serve its interests. DealReporter, a financial news service affiliated with the Financial Times Group, said on Wednesday Sanofi had pitched a new offer, at $71 a share, to buy Genzyme in return for the opportunity to conduct "partial due diligence.
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