Genzyme/Sanofi-Aventis

On February 16 2011, 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 transaction is expected to close early in the second quarter of 2011.

Evercore Partners and J.P. Morgan served as sanofi-aventis' lead financial advisors on the transaction, and Weil, Gotshal & Manges LLP served as its legal counsel. Credit Suisse and Goldman Sachs served as financial advisors to Genzyme. Ropes & Gray LLP served as Genzyme's legal counsel, while Wachtell, Lipton, Rosen & Katz served as legal counsel to Genzyme's independent directors.

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