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PARIS and NEW YORK, Oct. 28 /PRNewswire-Asia-FirstCall/ -- Sanofi-aventis
(EURONEXT: SAN and NYSE: SNY) and BMP Sunstone Corporation (Nasdaq: BJGP)
announced today that they have entered into a definitive agreement under which
sanofi-aventis is to acquire all outstanding shares of BMP Sunstone for cash
consideration of USD 10 per share, or a total of approximately USD 520.6
million on a fully diluted basis. The acquisition is to be structured as a
merger of BMP Sunstone and a wholly-owned subsidiary of sanofi-aventis. The price per share represents a 30% premium above the closing price of
BMP Sunstone's shares on October 27, 2010. BMP Sunstone's board of directors
has unanimously approved the transaction. BMP Sunstone achieved sales of approximately $147 million in 2009. Almost
60% of these sales were realized in the consumer healthcare segment, where BMP
Sunstone has access to retailers, county hospitals and community clinics in
Tier III and Tier IV markets. In this segment, BMP Sunstone has established
two of China's most recognized brands: "Hao Wa Wa" (GoodBaby), recently
recognized as the number one paediatric Cough & Cold brand in China, and "Kang
Fu Te" (Confort) a hygiene brand for women's healthcare. Following the recent establishment of the Hangzhou Sanofi Minsheng
Consumer Healthcare joint venture, the acquisition of BMP Sunstone will make
sanofi-aventis a leading consumer healthcare company in China, with a strong
position in both Vitamins & Minerals Supplements and Cough & Cold, the two
largest categories of this market. "The acquisition of BMP Sunstone will not only leverage our consumer
healthcare business in China, but will also bring us unique access to new
expanding distribution channels which are expected to account for a third of
the pharmaceutical market in China in the coming years," said Christopher A.
Viehbacher, Chief Executive Officer of sanofi-aventis. "This transaction
represents another strategic move for sanofi-aventis to reinforce its
leadership position in China." "This transaction offers immediate and significant value for BMP Sunstone
stockholders and important benefits to our employees and customers," said Mr.
David (Xiao Ying) Gao, Chief Executive Officer of BMP Sunstone. "I am excited
to work with the sanofi-aventis team to capture the significant growth
opportunities this new combination will create in the consumer healthcare
market in China." Under the terms of the merger agreement, completion of the transaction is
subject to the approval of the merger by BMP Sunstone stockholder's meeting,
as well as the receipt of certain regulatory approvals in China and other
customary conditions. Stockholders controlling 23% of BMP Sunstone's shares on
a fully diluted basis have committed to vote in favour of the transaction. Consumer Healthcare is one of the core growth platforms identified in
sanofi-aventis' strategy for achieving sustainable growth. Sanofi-aventis is
currently the 5th largest consumer healthcare company worldwide, and continues
to expand its presence in this area through organic and external growth. The Consumer Healthcare market in China is the second largest in the world
after the United States, with an estimated size of EUR 12 bn in 2010. It has
grown at a CAGR of approximately 11% since 2005, and this trend is expected to
continue over the coming years driven by continued urbanization and
improvement of patients' affordability, increasing trend of self-medication
and the development of pharmacy chains and expanded retail offerings of
consumer healthcare products. About sanofi-aventis China Sanofi-aventis was the first foreign pharmaceutical company to open
offices in China. It is today one of the fastest growing healthcare companies
in China, with 5,000 people in more than 200 cities across China. From
prevention to treatment, sanofi-aventis is uniquely positioned to address
public health needs in China. Sanofi Pasteur, the vaccines division of
sanofi-aventis, is a leading vaccines company in China. In October 2010,
sanofi-aventis entered the consumer healthcare market in China, with the
establishment of Hangzhou Sanofi Minsheng Consumer Healthcare Co., Ltd. Sanofi-aventis currently has three manufacturing facilities in Beijing,
Hangzhou, and Shenzhen. In addition, the company is building three new
facilities, all scheduled to begin commercial production in 2012, in order to
meet the increasing demand of the Chinese market. Sanofi-aventis is engaged in
integrated R&D in China from drug target identification to late stage clinical
studies. Its China R&D Center and Asia Pacific R&D Center are based in
Shanghai. About sanofi-aventis Sanofi-aventis, a leading global pharmaceutical company, discovers,
develops and distributes therapeutic solutions to improve the lives of
everyone. Sanofi-aventis is listed in Paris (EURONEXT: SAN) and in New York
(NYSE: SNY). About BMP Sunstone BMP Sunstone Corporation is a specialty pharmaceutical company that is
building a proprietary portfolio of branded pharmaceutical and healthcare
products in China. Through Sunstone the Company manufactures leading pediatric
and women's health products sold in pharmacies throughout the country. The
Company also markets a portfolio of products under exclusive multi-year
licenses into China, primarily focused on women's health and pediatrics, as
well as provides pharmaceutical distribution services through subsidiaries in
Beijing and Shanghai. BMP Sunstone's main office is in Beijing, with a U.S.
office in Plymouth Meeting, PA. Important Additional Information for Investors and Stockholders of BMP
Sunstone Corporation In connection with the proposed merger, BMP Sunstone Corporation ("BMP")
intends to file a proxy statement and other related documents with the
Securities and Exchange Commission (the "SEC"). BMP and its directors,
executive officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information concerning BMP
participants will be set forth in the proxy statement and related documents to
be filed with the SEC. Stockholders of BMP are advised to read these documents
and any other documents relating to the merger that are filed with the SEC
when they become available because they contain important information.
Stockholders of BMP may obtain copies of these documents for free, when
available, at the SEC's website at http://www.sec.gov . These and such other
documents may also be obtained for free from BMP at: 600 W. Germantown Pike,
Suite 400, Plymouth Meeting, Pennsylvania. Forward-Looking Statements for sanofi-aventis This press release contains forward-looking statements. Forward-looking
statements are statements that are not historical facts. These statements
include projections and estimates and their underlying assumptions, statements
regarding plans, objectives, intentions and expectations with respect to
future financial results, events, operations, services, product development
and potential, and statements regarding future performance. Forward-looking
statements are generally identified by the words "expects," "anticipates,"
"believes," "intends," "estimates," "plans" and similar expressions. Although
sanofi-aventis' management believes that the expectations reflected in such
forward-looking statements are reasonable, investors are cautioned that
forward-looking information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally beyond the
control of sanofi-aventis, that could cause actual results and developments to
differ materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties
include among other things, the uncertainties inherent in research and
development, future clinical data and analysis, including post marketing,
decisions by regulatory authorities, such as the FDA or the EMA, regarding
whether and when to approve any drug, device or biological application that
may be filed for any such product candidates as well as their decisions
regarding labeling and other matters that could affect the availability or
commercial potential of such products candidates, the absence of guarantee
that the products candidates if approved will be commercially successful, the
future approval and commercial success of therapeutic alternatives, the
Group's ability to benefit from external growth opportunities as well as those
discussed or identified in the public filings with the SEC and the AMF made by
sanofi-aventis, including those listed under "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Statements" in sanofi-aventis' annual
report on Form 20-F for the year ended December 31, 2009. Other than as
required by applicable law, sanofi-aventis does not undertake any obligation
to update or revise any forward-looking information or statements. Forward-Looking Statements for BMP Sunstone This news release contains forward-looking statements. These statements
are subject to uncertainties and risks including, but not limited to, the
impact from the Company's recent organizational changes, changes in the
Company's sales, marketing and distribution plans, changes in the Company's
operating performance, general financial, economic, and political conditions
affecting the biotechnology and pharmaceutical industries and the Chinese
pharmaceutical market, the ability to timely manufacture and distribute the
Company's products and other risks contained in reports filed by the Company
with the Securities and Exchange Commission. In addition, the Company
disclaims any obligation to update any forward-looking statements to reflect
events or circumstances after the date hereof. Morgan Stanley is acting as financial advisor and Shearman & Sterling LLP
as legal advisor to sanofi-aventis. Stephens Inc. and E.J. McKay & Co., Inc.
are acting as financial advisors and Morgan, Lewis & Bockius LLP as legal
advisor to BMP Sunstone. Philadelphia Brokerage Corporation also provided an
additional fairness opinion to BMP Sunstone. Contacts for sanofi-aventis Media: Jean-Marc Podvin Corporate Communications Tel: +33 (1) 53 77 44 50 Investors: Sebastien Martel Corporate Investor Relations Tel: +33 (1) 53 77 45 45 Contacts for BMP Sunstone Fred M. Powell Chief Financial Officer Tel: +1-610-940-1675 Email: fpowell@bmpsunstone.com ICR, LLC (Investor Relations) Ashley M. Ammon Tel: +1-646-277-1227 Christine Duan Tel: +1-203-682-8200
Biotechnology, Health Care & Hospitals, Medical Pharmaceuticals, Pharmaceuticals, Supplementary Medicine, Acquisitions, Mergers and Takeovers 
Sanofi-aventis to Acquire BMP Sunstone Creating a Strong Consumer Healthcare Platform in China
-- Transaction accelerates consumer healthcare business in China, through BMP Sunstone's strong platform in the Cough & Cold and Women's health segments-- Combination provides sanofi-aventis unique access to a large number of cities in China-- Sanofi-aventis strengthens its leadership in emerging markets, and executes on its strategy to become a diversified healthcare player in China
'/>"/>SOURCE BMP Sunstone Corporation
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