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

Monday, August 30, 2010 at 8:30 a.m. ET / 2:30 p.m. CET to discuss the proposal.  Those wishing to listen and participate should dial one of the following numbers:France:

+33-(0)1-72-00-13-68UK:

+44-(0) 203-367-94-53US:

+1-866-907-59-23Below is the full text of the letter sent today.

August 29, 2010

VIA EMAIL, TELECOPIER AND DHL

Mr. Henri A. Termeer

Chairman, President and Chief Executive Officer

Genzyme Corporation

500 Kendall Street

Cambridge, Massachusetts 02142

USA

Dear Henri

As you are aware, I have been trying to engage with you regarding a potential acquisition for the past few months.  As a consequence of your unwillingness even to meet with us, we sent you a detailed, written proposal on July 29, 2010.  We believe that this proposal to acquire all of the issued and outstanding shares of Genzyme for $69.00 per share in cash is compelling for Genzyme's shareholders and represents substantial value for them.  

We are disappointed that you rejected our proposal on August 11 without discussing its substance with us.   After our repeated requests, you agreed only to let our respective financial advisors hold a meeting of limited scope.  Our financial advisors finally met briefly on August 24, but the meeting simply served as further confirmation that as throughout you remain unwilling to have constructive discussions.  As I have mentioned to you, we are committed to a transaction with Genzyme, and, therefore, we feel we are left with no choice but to take our compelling proposal directly to your shareholders by making its terms public.

Sanofi-Aventis' fully-financed, all-cash offer to acquire all of the issued and outstanding shares of Genzyme's common stock for $69.00 per share represents a very significant premium of 38% over Genzyme's unaffected share price of $49.86 on July 1, 2010.  Our offer also represe
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SOURCE Sanofi-aventis
Copyright©2010 PR Newswire.
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