Sanofi Aventis in US$20bn takeover of Genzyme

16 Feb 2011

Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) is taking over and Genzyme Corporation (Nasdaq: GENZ) for approximately $20.1 billion.

Each Genzyme shareholder will receive additional cash payments if specified milestones related to Lemtrada (alemtuzumab MS), Cerezyme or Fabrazyme are achieved.

The transaction is expected to close early in the second quarter of 2011.

"This agreement with Genzyme is both consistent with our long-term strategy and creates significant long-term value for our shareholders," said Christopher A. Viehbacher, Chief Executive Officer of sanofi-aventis. "This transaction will create a meaningful new growth platform for sanofi-aventis while expanding our footprint in biotechnology. We expect it to be accretive from year one, and the CVR structure, which served as an important value bridge between our two companies, rewards both Genzyme and sanofi-aventis shareholders, particularly if Lemtrada outperforms the market's current expectations. "

"This transaction represents a new beginning for Genzyme," said Henri A. Termeer, Chairman of the Board, President and Chief Executive Officer of Genzyme Corporation.  "Genzyme has a record of innovation and a unique and pioneering approach to serving patients.  We also share an exciting vision of the future, one in which Genzyme and sanofi-aventis grow and innovate by developing breakthrough treatments that change the lives of people with serious diseases.  Sanofi-aventis believes in what we do, in our people and in our potential.  We look forward to building a sustainable future together."

Genzyme will become an important new platform in sanofi-aventis' sustainable growth strategy and expand the company's presence in biotechnology. Sanofi-aventis says it intends to make 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.

Beyond rare diseases, Genzyme has built strong Renal-Endocrinology, Hematology-Oncology and Biosurgery businesses that are complementary to existing sanofi-aventis businesses and include highly differentiated, market-leading products that provide significant benefit to patients.  

Sanofi-aventis will work with Genzyme through the integration process to develop plans to enhance the opportunities for these businesses going forward. Consistent with sanofi-aventis' approach in other transactions, Genzyme will retain its corporate brand.  

Henri A. Termeer will resign as Chairman of the Board, President and Chief Executive Officer of Genzyme following the close of the transaction, but will advise on the integration in his role as Co-Chairman of the Integration Steering Committee with Christopher A. Viehbacher.