Genzyme (GENZ) Agrees To Be Acquired by Sanofi-aventis (SNY) for $20.1 Billion

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Genzyme Corporation (Nasdaq: GENZ) confirmed a definitive agreement to be acquired by Sanofi-aventis (NYSE: SNY) for $74.00 per share in cash, or approximately $20.1 billion, plus one Contingent Value Right.

The Contingent Value Right entitling the holder to receive additional cash payments if specified milestones related to Lemtrada™ are achieved over time or a milestone related to production volumes in 2011 for Cerezyme® and Fabrazyme® is achieved. The CVR will be publicly traded.

The one-time milestones and payments can be summarized as follows:

• $1.00 per CVR if specified Cerezyme®/Fabrazyme® production levels are met in 2011
  
• $1.00 per CVR upon final FDA approval of Lemtrada™ for multiple sclerosis (MS) indication
  
• $2.00 per CVR if net sales post launch exceed an aggregate of $400 million within specified periods per territory
  
• $3.00 per CVR if global net sales exceed $1.8 billion
  
• $4.00 per CVR if global net sales exceed $2.3 billion
  
• $3.00 per CVR if global net sales exceed $2.8 billion

"This transaction will create a meaningful new growth platform for sanofi-aventis while expanding our footprint in biotechnology. We expect it to be accretive from year one, and the CVR structure, which served as an important value bridge between our two companies, rewards both Genzyme and sanofi-aventis shareholders, particularly if Lemtrada™ outperforms the market's current expectations," said Christopher A. Viehbacher, Chief Executive Officer of sanofi-aventis.

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