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

oncology and vaccines research units in Cambridge.  Genzyme would become the global center for excellence for Sanofi-Aventis in rare diseases and further increase Sanofi-Aventis'  presence in the greater Boston area.
  • Continuation of Genzyme's Legacy within Sanofi-Aventis: Genzyme's rare disease business would be managed as a stand-alone division under the Genzyme brand, with its own R&D, manufacturing and commercial infrastructure, similar to how Sanofi-Aventis has handled other recent transactions.  Genzyme's management and employees would play a key role within Sanofi-Aventis following the acquisition.

  • Fully Financed, All-Cash Premium Offer: The purchase price would be paid in cash, offering immediate, substantial and certain value for Genzyme's shareholders.  Our offer is fully financed and is not subject to a financing contingency.

  • As I indicated in my July 29 letter to you, in addition to these compelling reasons, we believe there are many others that demonstrate why Sanofi-Aventis is the right partner for Genzyme.  Sanofi-Aventis has significant expertise executing and integrating acquisitions, and a strong track record of creating value through those acquisitions by enhancing their performance through leveraging Sanofi-Aventis' capabilities.  Sanofi-Aventis has demonstrated that it is a good corporate partner by enabling its affiliates to maintain their distinctive culture and focus on their core strengths.  Sanofi-Aventis is strong financially with a market capitalization of approximately $75 billion, annual revenue of approximately $38 billion and annual EBITDA of approximately $16 billion.  From Sanofi-Aventis' perspective, the proposed transaction would provide a new sustainable growth platform.

    It is our preference to work together with you and the Genzyme Board to reach a mutually agreeable transaction.   As we have consistently stated, we place
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