Sanofi-Aventis pushes harder for Genzyme with $18.5B acquisition bid

Pharmaceutical giant Sanofi-Aventis made public a letter it sent over the weekend to Genzyme Corp. CEO Henri Termeer, publicly confirming its previously reported bid for Genzyme Corp. (Nasdaq: GENZ) and moved to prod Genzyme shareholders into embracing a deal that management of the Cambridge company has so-far spurned.

The offer was outlined in a news release by Paris-based Sanofi-Aventis and pegged at $18.5 billion in cash, or $69 a share. Genzyme shares were trading below $55 a share immediately before news of the July 29 offer leaked.

Sanofi-Aventis (NYSE: SNY) said the offer was reiterated in a letter sent Sunday to Genzyme's chief executive. The Paris company said it sent the letter only "after several unsuccessful attempts to engage Genzyme's management in discussions."

A Genzyme spokesman did not immediately return a telephone call early Monday morning.

The news release goes on to state: "Sanofi-aventis is disclosing the contents of its letter in order to inform Genzyme's shareholders of the significant shareholder value and compelling strategic fit inherent in a combination of the two companies."

"A combination with Genzyme represents a compelling opportunity for both companies and our respective shareholders and is consistent with our sustainable growth strategy," Sanofi-Aventis Chief Executive Christopher A. Viehbacher said in the public statement.

"Now is the right time for Genzyme to consider a transaction that maximizes value for its shareholders," he adds later. "Sanofi-aventis believes strongly in this acquisition and its strategic and financial benefits. We remain focused on entering into constructive discussions with Genzyme in order to complete this transaction."

In contrast to the upbeat news release, the letter from Viehbacher is strongly worded and even critical.

"We are disappointed that you rejected our proposal on August 11 without discussing its substance with us," Viehbacher wrote. "After our repeated requests, you agreed only to let our respective financial advisors hold a meeting of limited scope. Our financial advisors finally met briefly on August 24, but the meeting simply served as further confirmation that as throughout you remain unwilling to have constructive discussions. As I have mentioned to you, we are committed to a transaction with Genzyme, and, therefore, we feel we are left with no choice but to take our compelling proposal directly to your shareholders by making its terms public."

He later adds: "It is our preference to work together with you and the Genzyme Board to reach a mutually agreeable transaction. As we have consistently stated, we place value on the ability to engage in a constructive dialogue and to conclude a successful outcome that would ensure a timely and smooth integration."

Large pharmaceutical companies increasingly have been courting biotechs to bolster the bigger companies' patent holdings and new-drug pipelines.

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