Sanofi has commenced a modified “Dutch Auction” cash tender offer to purchase up to 86,766,040 of its outstanding Contingent Value Rights (CVRs) (representing approximately 30 per cent of the outstanding CVRs as of August 30, 2012) at a price range that is not greater than $1.75 nor less than $1.50 per CVR.

The CVRs are listed and traded on the NASDAQ Global Market under the symbol “GCVRZ.”  The price range in the tender offer represents a premium of approximately 7.1 to 25.0 per cent to the last reported sales price of the company’s CVRs on the NASDAQ Global Market of $1.40 on August 31, 2012, which was the last trading day prior to the announcement of the company’s intention to conduct a tender offer.

The tender offer will expire at 5:00 p.m., New York City time, on Friday, October 5, 2012, unless extended.  Tenders of the CVRs must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on such date.  The tender offer is subject to a number of terms and conditions described in the Offer to Purchase that will be distributed to CVR holders.

A modified “Dutch Auction” tender offer allows CVR holders to indicate how many CVRs and at what price(s) they wish to tender their CVRs within the specified CVR price range.  Based on the number of CVRs tendered and the prices specified by the tendering CVR holders, Sanofi will determine the single lowest per CVR price within the range that will enable it to purchase up 86,766,040 CVRs or a lower amount depending on the number of units that are validly tendered.  If, based on the purchase price determined in the tender offer, more than 86,766,040 CVRs are validly tendered and not validly withdrawn, then Sanofi will first purchase CVRs validly tendered at prices below the purchase price and, thereafter purchase CVRs validly tendered at the purchase price on a pro rata basis as specified in the Offer to Purchase.  If the tender offer is fully subscribed the aggregate amount paid by Sanofi to CVR holders will be between $130 million and $152 million.

All CVRs that are acquired in the tender offer will be acquired at the same purchase price, including CVRs that are tendered at a lower price.  CVR holders whose CVRs are purchased in the tender offer will be paid the purchase price in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the tender offer.  Sanofi currently expects payment for CVRs that are accepted for purchase to be made no later than October 11, 2012.  The tender offer is not contingent upon obtaining financing or on any minimum number of CVRs being tendered.  However, the tender offer is subject to a number of other conditions specified in the Offer to Purchase that will be distributed to CVR holders.