Sanofi-aventis, the third largest pharmaceutical company in the world, is acquiring the entire issued as well as new share capital of Acambis plc at 190 pence in cash for each share aggregating to £276 million. Sanofi is acquiring Acambis through Sanofi Pasteur Holding (the parent company of its Sanofi Pasteur vaccines division). Acambis is a London Stock Exchange listed UK vaccines company, developing novel vaccines that address significant unmet medical needs or substantially improve upon current standards of care.

The offer price of 19 pence in cash for each share values Acambis' existing issued share capital at approximately £276 million. This represents a premium of 65.2 per cent to Acambis share price of 115 pence at the close of business on July 24, 2008. The acquisition will be implemented by way of a court sanctioned scheme of arrangement under Part 26 of the UK companies Act 2006. Under the scheme, all existing shares would be cancelled in exchange for the cash compensation, and new shares will be issued to Sanofi Pasteur Holding (SPH).

Commenting on the offer, Wayne Pisano, president and CEO of SPH, said, "We are delighted that the board of Acambis has unanimously agreed to recommend our proposed acquisition. This mutually beneficial acquisition is a logical step building upon Sanofi Pasteur and Acambis' decade long partnership on key projects to develop and market vaccines of the future. Acambis' skilled workforce made of individuals who share our passion for vaccines and prevention of diseases will contribute to our future success. We look forward to welcoming them into Sanofi Pasteur's innovation driven organization."

SPH received necessary approval from the directors of Acambis. In addition, Invesco Asset Management and Goldman Sachs International which hold in the aggregate approximately 42 per cent of the existing issued share capital of Acambis have confirmed their intent to support the offer.

Integration of Acambis and SPH will further strengthen SPH's position as a vaccine leader with the industry's broadest range of existing vaccines and vaccines in development. It will also strengthen SPH's research pipeline with projects such as the only vaccine in development against clostridium difficile, the developed world's most common cause of hospital-acquired infection and universal influenza virus.

Commenting on the offer, Dr Peter Fellner, chairman of Acambis, said: "Since Acambis appointed its new management team in early 2007, the company has made a series of important advances, both in progress of pipeline of innovative vaccines through the clinic and in securing its mid-term financial position. Sanofi Pasteur, which has had a long and successful partnership with Acambis, also recognises the recent advances achieved by Acambis, leading it to make this offer at a substantial premium. Sanofi Pasteur, which is one of the world's largest vaccines company, will benefit strategically not only from Acambis' pipeline and technologies, but also from its US-based R&D and manufacturing infrastructure."