CAMBRIDGE, Mass.--(BUSINESS WIRE)--Genzyme
Corp. (NASDAQ: GENZ) today confirmed that it has received an
unsolicited, non-binding proposal from Sanofi-Aventis to acquire all the
outstanding shares of Genzyme for $69 per share in cash. The Genzyme
board of directors met last night, unanimously affirmed its previous
rejection of Sanofi’s proposal, and instructed the company to send
Sanofi the following response letter:
“without exception, each member of the Genzyme board
believes this is not the right time to sell the company, because your
opportunistic takeover proposal does not begin to recognize the
significant progress underway to rectify our manufacturing challenges or
the potential for our new-product pipeline.”
Dear Mr. Viehbacher:
The Genzyme board is now in receipt of your second unsolicited letter
proposing to acquire the company for $69 per share in cash. This letter,
received yesterday, is identical to last month’s offer. It provides no
new information and no improvement in price, and therefore fails to
establish a basis for engagement by the Genzyme board.
This should come as no surprise to Sanofi. On August 11, 2010, Genzyme
responded to your first letter dated July 29, 2010. In our response, we
stated that, “without exception, each member of the Genzyme board
believes this is not the right time to sell the company, because your
opportunistic takeover proposal does not begin to recognize the
significant progress underway to rectify our manufacturing challenges or
the potential for our new-product pipeline.” Our board met last evening
in response to your second letter and unanimously confirmed those views.
As you are well aware, our bankers met with your financial advisors on
August 24, 2010, and provided very useful, non-public information
regarding progress the company has made to meaningfully improve its
manufacturing capacity, the tremendous future upside of our multiple
sclerosis drug alemtuzumab, and our outlook for significant cost
reductions that will further drive our earnings growth. Moreover, last
week’s public announcement that we have begun to increase the supply of
Cerezyme for patients with Gaucher disease to near-normal levels, and
that supplies of Fabrazyme for patients with Fabry disease will increase
beginning in the fourth quarter, further illustrates the progress we are
making as well as the opportunistic nature of your proposal.
Notwithstanding this information and assistance, you have not increased
your price above $69 per share. You and your advisors claim you are
willing to pay more but that you are unwilling to “bid against
yourself.” The Genzyme board is not prepared to engage in merger
negotiations with Sanofi based upon an opportunistic proposal with an
unrealistic starting price that dramatically undervalues our company.
As you know, the Genzyme board includes representatives of some of our
major shareholders. Our board has worked actively to understand the true
value of our company and is unanimous and resolute in its commitment to
maximize Genzyme’s future value for all of our shareholders.
Yours truly,
Henri A. Termeer
Chairman and Chief Executive Officer
Genzyme noted that there is no need for company shareholders to take any
action at this time. Genzyme’s financial advisors are Credit Suisse
Securities (USA) LLC and Goldman, Sachs & Co., and its legal advisor is
Ropes & Gray LLP.
Important Information
If Sanofi or one of its affiliates commence a tender offer for shares of
Genzyme common stock, Genzyme will file with the Securities and Exchange
Commission a Solicitation/Recommendation Statement on Schedule 14D-9.
Genzyme shareholders are advised to read Genzyme 's
Solicitation/Recommendation Statement on Schedule 14D-9 if and when it
becomes available because it will contain important information.
Shareholders may obtain a copy of the Solicitation/Recommendation
Statement on Schedule 14D-9 (if and when it becomes available), as well
as any other documents filed by Genzyme in connection with any tender
offer by Sanofi or one of its affiliates free of charge at the SEC's
website at http://www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of these documents from Genzyme by directing a request to Genzyme
at 500 Kendall Street, Cambridge, MA 02142, Attention: Shareholder
Relations Department, or by calling 617-252-7500 and asking for the
Shareholder Relations Department.
This press release contains forward looking statements regarding
Genzyme’s prospects, future financial results, and pipeline. These
forward looking statements are subject to risks and uncertainties that
may cause actual results to differ materially from those forecasted.
These risks and uncertainties include the risks and uncertainties
described in reports filed by Genzyme with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
including without limitation the information under the heading "Risk
Factors" in Genzyme’s Quarterly Report on Form 10-Q for the quarter
ending June 30, 2010. Genzyme cautions investors not to place
substantial reliance on the forward-looking statements contained in this
press release. These statements speak only as of the date of this press
release, and Genzyme undertakes no obligation to update or revise these
statements.
About Genzyme
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 1981, the company has grown from a small start-up to a
diversified enterprise with more than 12,000 employees in locations
spanning the globe and 2009 revenues of $4.5 billion. In 2010, Genzyme
was named to the Fortune 500.
With many established products and services helping patients in 100
countries, Genzyme is a leader in the effort to develop and apply the
most advanced technologies in the life sciences. The company's products
and services are focused on rare inherited disorders, kidney disease,
orthopaedics, cancer, transplant, and immune disease. Genzyme's
commitment to innovation continues today with a substantial development
program focused on these fields, as well as cardiovascular disease,
neurodegenerative diseases, and other areas of unmet medical need.
Genzyme’s press releases and other company information are available at www.genzyme.com
and by calling Genzyme’s investor information line at 1-800-905-4369
within the United States or 1-678-999-4572 outside the United States.