sanofi Completes Genzyme Acquisition

sanofi-aventis has gained full control over Genzyme, bringing the much talked about acquisition deal between the two companies to a close. In a press statement, sanofi-aventis announced that approximately 84.6% of Genzyme’s outstanding shares had been tendered for $74 in cash, giving the company ownership of approximately 77% of the shares on a fully diluted basis. The offer was made in February, after previous offers of $69 failed to finalize the acquisition.

The acquisition will give sanofi-aventis an expanded presence in the biotechnology field. In the statement, sanofi-aventis CEO, Christopher A. Viehbacher, said, “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. Combined, our two companies will bring tremendous expertise, commitment and resources to biotechnology, particularly in rare diseases...”

sanofi-aventis and Genzyme have been in negotiations since August 2010. However, Genzyme dismissed sanofi-aventis’s earlier bids of $69 per share as “opportunistic”. After a hostile takeover failed in December, sanofi-aventis upped its offer to $74 per share, which was subsequently unanimously recommended by Genzyme’s Board of Directors in March 2011.

The $74 offer expired last week; however, sanofi-aventis has opened another offer period spanning 4–7 April to allow remaining Genzyme shareholders to tender their shares. Such shareholders will also receive $74 per share in cash. Upon the expiration of the offer, sanofi-aventis has said it will effect a “short-term merger”, as permitted by Massachusetts law after exercising its top up options under the merger agreement, if necessary. The result will see Genzyme become a wholly-owned subsidiary of sanofi-aventis. Any shares of Genzyme common stock that have not been tendered will be cancelled and converted into the right to receive $74 per share in cash.

To fund the transaction, sanofi-aventis has sold $7 billion in bonds.