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Sanofi-aventis Announces Non-Binding Offer to Acquire Genzyme
Date:8/29/2010

PARIS, Aug. 29 /PRNewswire-FirstCall/ -- 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
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