Genzyme Corporation Announces Expiration of Consent Solicitation and Receipt of Requisite Consents

CAMBRIDGE, Mass.--(BUSINESS WIRE)--Genzyme Corporation, a wholly-owned subsidiary of Sanofi, announced today that its previously announced solicitation of consents (the “Consent Solicitation”) from holders of its outstanding 3.625% Senior Notes due 2015 (the “2015 Notes”) and 5.000% Senior Notes due 2020 (the “2020 Notes” and, collectively with the 2015 Notes, the “Notes”) to the release of the existing guarantee of the Notes by Genzyme Europe B.V. (the “B.V. Guarantee”) and certain amendments to the indenture governing the Notes, including the elimination of substantially all of the restrictive covenants contained in the indenture and the Notes (other than, among other covenants, the covenant to pay interest and premium, if any, on, and the principal of, the Notes when due) (the “Proposed Amendment”), expired at 5:00 p.m., New York City time, on June 17, 2011 (the “Expiration Date”). As of the Expiration Date, holders of $488.4 million aggregate principal amount of the 2015 Notes, representing 97.7% of the aggregate principal amount of 2015 Notes outstanding, and holders of $478.5 million aggregate principal amount of the 2020 Notes, representing 95.7% of the aggregate principal amount of 2020 Notes outstanding, validly delivered a duly executed consent (the “Consent”) for the release of the B.V. Guarantee and the Proposed Amendment. The consents received exceed the number needed to approve the release of the B.V. Guarantee and the Proposed Amendment.

As part of the Solicitation, Sanofi will issue an irrevocable guarantee of the Notes (the “Sanofi Guarantee”) in consideration of the release of B.V. Guarantee. In addition, Genzyme will make a cash payment (the “Consent Payment”) of $2.50 per $1,000 principal amount of Notes to each holder who has validly delivered a properly completed and executed Consent Form on or prior to the Expiration Date and who has not revoked that Consent prior to the Expiration Date in accordance with the procedures described in the Consent Solicitation Statement and Prospectus, dated May 24, 2011 (the “Solicitation Statement”). Sanofi’s obligation to issue the Sanofi Guarantee and Genzyme’s obligation to make the Consent Payment are contingent upon, among other things, satisfaction or waiver, where possible, of the conditions described in the Solicitation Statement. The Sanofi Guarantee will be issued and the Consent Payment will be paid promptly following the satisfaction of the conditions outlined in the Solicitation Statement.

Pursuant to the indenture, only holders of record of the Notes as of 5:00 p.m., New York City time, on April 24, 2011, were eligible to deliver consents to the Proposed Amendment and the release of the B.V. Guarantee in the Consent Solicitation.

About Genzyme, a Sanofi Company

One of the world's leading biotechnology companies, Genzyme is dedicated to making a major positive impact on the lives of people with serious diseases. Since its founding in 1981, the company has introduced breakthrough treatments that have provided new hope for patients. The company’s areas of focus are rare genetic diseases, multiple sclerosis, cardiovascular disease, and endocrinology. Genzyme is a Sanofi company. Genzyme’s press releases and other company information are available at

About Sanofi

Sanofi, a global and diversified healthcare leader, discovers, develops and distributes therapeutic solutions focused on patients’ needs. Sanofi has core strengths in the field of healthcare with seven growth platforms: diabetes solutions, human vaccines, innovative drugs, rare diseases, consumer healthcare, emerging markets and animal health. Sanofi is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY).

Forward Looking Statements

This release contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. Genzyme has no intention and is under no obligation to update or alter (and expressly disclaims any such intention or obligation to do so) its forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law.


Genzyme Corporation
Bo Piela, 617-768-6579