April 05, 2011
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Sanofi-aventis completes exchange offer for Genzyme Corporation

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Sanofi-aventis has completed the exchange offer for Genzyme Corporation, making Genzyme a subsidiary of the sanofi-aventis. Through the acquisition, Genzyme will become an important new platform in sanofi-aventis’ sustainable growth strategy and expand the company’s presence in biotechnology, according to a press release.

“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,” Christopher A. Viehbacher, chief executive officer of sanofi-aventis, stated in the release. “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.”

Genzyme will become a wholly-owned subsidiary of sanofi-aventis upon closing of the merger, according to the release.

During a subsequent offering period, sanofi-aventis will accept for 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 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. 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.

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 per share in cash and one contingent value right per share paid in the exchange offer.