Sanofi-aventis announced that it has completed its acquisition of Genzyme Corporation, which is now a wholly-owned subsidiary of sanofi-aventis.
The completion came after the successful conclusion of a subsequent offering period relating to sanofi-aventis’ exchange offer to acquire all of Genzyme’s outstanding shares of common stock for US$ 74.00 in cash and one Contingent Value Right (CVR) per share. The subsequent offering period for the exchange offer expired at 6:00 p.m. New York City Time on April 7, 2011. The depositary for the exchange offer advised sanofi-aventis that, as of the expiration of the subsequent offering period, 237,312,826 shares of Genzyme common stock were validly tendered, representing approximately 89.4% of Genzyme’s outstanding shares. All shares that were validly tendered have been accepted for purchase, and sanofi-aventis has or will promptly pay for all such shares. Sanofi-aventis then exercised its top-up option, resulting in ownership of over 90% of Genzyme’s outstanding shares.
As previously announced sanofi-aventis then effected, without a vote or meeting of Genzyme stockholders, a short-form merger on April 8, 2011 to complete the acquisition. In the merger, each of the remaining shares of Genzyme common stock (other than any shares in respect of which appraisal rights are validly exercised under Massachusetts law and any shares owned by Genzyme, sanofi-aventis or any of their subsidiaries) were converted into the right to receive the same $74.00 in cash per share and one CVR that was paid in the exchange offer.
The CVR entitles the holder to receive additional cash payments if specified milestones related to Lemtrada (alemtuzumab MS) are achieved over time or a milestone related to production volumes in 2011 for Cerezyme and Fabrazyme is achieved. Effective as of close of market on April 8, 2011, Genzyme’s common stock will cease trading on the NASDAQ stock market. The CVRs have been listed on the Nasdaq market under the ticker symbol “GCVRZ” and began trading on April 4, 2011.
Genzyme will become an important new platform in sanofi-aventis’ sustainable growth strategy and expand the company’s presence in biotechnology. Sanofi-aventis is making Genzyme its global center for excellence in rare diseases, headquartered in Cambridge, Massachusetts, and will be led by Christopher A. Viehbacher, sanofi-aventis’ chief executive officer, for several months.
Sanofi-aventis is funding the acquisition of Genzyme with the proceeds of its recent issuance of $7 billion in dollar-denominated notes, approximately $7 billion raised through its U.S. commercial paper program, a drawing of $4 billion on the bridge facility negotiated in October 2010, and available cash. As a result of all these financings, sanofi-aventis expects to achieve an average cost of financing in 2011 for the acquisition of under 2% before tax.