Sanofi Genzyme Merger

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(1) Brief Chronology
5/23/2010- Sanofi’s CEO Chris Viehbacher approaches Genzyme’s CEO Henri Termeer about an acquisition. Termeer expresses interest but wishes to discuss the possible deal after the company’s shareholder meeting in June. 6/28/2010- Viehbacher calls Termeer to set up a meeting and Termeer promises to respond soon. 7/2/2010- The media becomes alerted about Sanofi wishing to purchase a U.S. biotech company as rumors circulate about Genzyme. 7/29/2010- Sanofi sends a private letter to Genzyme’s board of directors offering $69/share in cash. 8/22/2010- Genzyme rejects Sanofi’s offer.

8/29/2010- Sanofi goes public with its offer of $69/share. 8/30/2010- Genzyme publicly rejects Sanofi’s offer once again. 10/4/2010- Sanofi goes hostile and begins to directly solicit to Genzyme shareholders maintaining the $69/share value. The offer is to expire on December 10, 2010. 12/10/2010- Sanofi’s tender offer is a failure for only 0.9% of Genzyme shareholders tendering their shares at the $69 offer price. Sanofi decides to extend its tender offer of $69 until January 21, 2011. 1/24/2911- Sanofi extends its tender offer again until February 15th 2/15/2011- Sources claim that Sanofi has agreed in principle to buy Genzyme for $19.2 billion in cash plus a CVR. This is a value of $74/share and as much as $5/share more if a drug or development sells well in the future. Shares of Genzyme jumped to 3.5%. 2/16/2011- Sanofi-Aventis agrees to pay $20.1 billion for Genzyme plus the conditional performance fees. 4/7/2011- Tender offer expires at the new price and Sanofi-Aventis has ownership of over 90% of Genzyme’s outstanding shares. 237,312,826 shares of Genzyme common stock were validly tendered. 4/8/2011- Sanofi publicly announces the successful acquisition of Genzyme corporation. 7/29/2011 Sales grow up to 6.9% as a result of the Genzyme acquisition.

(2) Brief history of the companies until the time of the announcement of the transaction

A. Genzyme Corporation
Genzyme was founded on June 8, 1981 with a “focused scientific basis and pragmatic business approach.” The company acquired Whatman Biochemicals, and Koch Light Laboratories within five years of its founding. The company chose to go public with an IPO in 1986. In 1989, Genzyme merged with Integrated Genetics which helped place Genzyme in the forefront of genetic testing. Again in 1994, Genzyme successfully acquired BioSurface Technology which was used to create Genzyme Tissue Repair, a tracking stock. Over the years, Genzyme continued to acquire various biochemical companies in order to spread its breadth within the industry. Genzyme also purchased and built many manufacturing plants across the globe. The company also maintained a strong sense of corporate social responsibility. It launched many intiatives by forming organizations and charities to bring about free healthcare to those neglected multi-laterally. For instance, HAND (Humanitarian Assistance for Neglected Disease) was an intiative to evaluate and manage scientific projects and partnerships focused on infectious diseases. By the year of 2010, Genzyme had revenues of $4.05 billion, 10,726 employees worldwide, and 67 locations in 44 countries (Genzyme).

B. Sanofi Aventis
Laboratoires Midy was founded by a family of pharmacists in 1718. However, in 1980, the group was acquired by Sanofi. Many other labs and pharmacists either merged or were acquired by Sanofi or Synthelabo over the early years. Finally in 1999 the two young groups, Sanofi and Synthelabo merged to create a major player in the pharmaceutical industry. In December of 1999, a Franco-German group Aventis was created as a result of a merger between Rhone-Poulenc and Hoechst Marion Roussel. Aventis became one of the world’s largest pharmaceutical company. In August 2004, Sanofi-Synthelabo acquired Aventis. By December...
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