Sanofi Gets Tough with Genzyme

Sanofi-Aventis has made an $18.5 billion bid for public in a move aimed at pressuring the biotech's shareholders to sell.

Image: Boston Business Journal

Pharmaceutical giant Sanofi-Aventis on Sunday publicly confirmed for the first time its previously reported bid for Genzyme Corp. and moved to prod Genzyme shareholders into embracing a deal that management of the Cambridge, Massachusetts, company has spurned.

Genzyme issued a statement this morning rejecting Sanofi's $18.5 billion cash offer, which has been on the table for more than a month.

"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," Genzyme CEO Henri A. Termeer wrote to Sanofi officials this morning.

The exchange sets the stage for a potential hostile takeover, as Sanofi urges Genzyme to accept the offer, and Genzyme instructs shareholders of the next steps if Sanofi begins acquiring large numbers of shares.

The offer, outlined in a news release issued by Paris-based Sanofi-Aventis, is $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 said the offer was reiterated in a letter sent Sunday to Genzyme Chief Executive Henri Termeer, a copy of which the suitor made public.

Sanofi-Aventis said it sent the letter only "after several unsuccessful attempts to engage Genzyme's management in discussions."

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 fromViehbacher 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.