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

value on the ability to engage in a constructive dialogue and to conclude a successful outcome that would ensure a timely and smooth integration.  

We have engaged and have been working closely with Evercore Partners and J.P. Morgan, as lead financial advisors, and Weil, Gotshal, as legal counsel.  As explained in my July 29 letter, we have completed an extensive analysis of Genzyme and have carefully considered the proposed transaction on the basis of publicly available information.  We do not believe that there are any regulatory or other impediments to consummation of the proposed transaction.  We could complete our confirmatory due diligence and finalize the terms of a transaction in a two-week period.  

Sanofi-Aventis is committed to a transaction with Genzyme.  Given the substantial value represented by our offer and the other compelling benefits of a transaction, we are confident that Genzyme's shareholders will support our proposal.  We have taken the step of making this letter public, so as to explain directly to your shareholders our proposal, our actions and our commitment.  Your continued refusal to enter into constructive discussions will serve only to further delay the ability of your shareholders to receive the substantial value represented by our all-cash offer.  We therefore are prepared to consider all alternatives to complete this transaction.   Our team and advisors are ready to meet with you and your team immediately to discuss our proposal and to move things forward expeditiously.

Yours sincerely,

Sanofi-Aventis

By :   /s/ Christopher A. Viehbacher

Christopher A. Viehbacher

Chief Executive Officer

cc:  Board of Directors, Genzyme Corporation

About sanofi-aventisSanofi-aventis, a leading global pharmaceutical company, discovers, develops and distributes therapeutic solutions to improve the lives of everyone. Sanofi-aventi
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SOURCE Sanofi-aventis
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