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S-A completes takeover of Genzyme

Sanofi-aventis is to complete its takeover of Genzyme after the company announced it had finalised its exchange offer for all outstanding shares of common stock of the US-based biotech

Sanofi-aventis (S-A) is to complete its takeover of Genzyme after the company announced it had finalised its exchange offer for all outstanding shares of common stock of the US-based biotech.

The deadline to complete the purchase of the common stock shares closed on April 1. It had previously been extended from March 16.

At the end of April 1, 224,528,469 shares of Genzyme common stock had been tendered to S-A, representing around 84.6 per cent of Genzyme's outstanding shares. This gives S-A control of Genzyme.

The companies had previously agreed a price of $74.00, plus an additional contingent value right (CVR), per share. A CVR is a right offered to shareholders of an acquired company that enables them to receive additional benefits after certain milestones or events occur. In this case, these milestones would be in the development and marketing of alemtuzumab.

Christopher A Viehbacher, CEO of S-A described the acquisition as an "important milestone" for the future of S-A.

He said: "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."

S-A also announced a subsequent offer period beginning today (April 4) to allow remaining Genzyme shareholders who had not tendered their shares already the opportunity to do so. This offer expires on Thursday April 7.

Shares of common stock not tendered by this stage would be cancelled and converted into the right to receive $74.00 per share in cash and one CVR per share.

History of the S-A/ Genzyme discussions

Sanofi-aventis looking at $20bn acquisition    July 5 2010
S-A in informal talks to acquire Genzyme    July 26 2010
S-A takeover approach rejected    July 27 2010
S-A offers $18.5bn for Genzyme    August 31 2010
S-A's bid for Genzyme gets hostile    October 4 2010
S-A appeals to Genzyme on takeover bid    November 9 2010
Genzyme in talks to foil sanofi-aventis bid    November 15 2010
S-A extends Genzyme offer deadline    December 13 2010
S-A extends Genzyme deadline further    January 24 2011
S-A to buy Genzyme for $20.1bn    February 16
S-A extends offer for Genzyme shares    March 8

4th April 2011

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