`Media Contact :
`Jean-Marc Podvin
`+33 1 53 77 44 50
`
`Investor Contact :
`Sébastien Martel
`+33 1 53 77 45 45
`
`Genzyme
`Media Contact :
`Bo Piela
`617-768-6579
`508-308-9783
`Investor Contact :
`Patrick Flanigan
`617-768-6563
`617-816-9521
`
`CONFERENCE CALL
`Sanofi-aventis and Genzyme will host an investor conference call today,
`Wednesday, February 16, 2011 - at 8:00 am ET - 2:00 pm CET
`
`See details for the conference call at the end of the release
`
`Sanofi-aventis to Acquire Genzyme
`for $74.00 in Cash per Share
`Plus Contingent Value Right
`
`(cid:120) Combination will enhance sanofi-aventis’ sustainable growth strategy by
`expanding its footprint in biotechnology
`
`(cid:120) Genzyme to become sanofi-aventis’ global center for excellence in rare
`diseases and will maintain a sizeable presence in the greater Boston area
`
`Paris, France and Cambridge, Massachusetts - February 16, 2011 - Sanofi-aventis
`(EURONEXT: SAN and NYSE: SNY) and Genzyme Corporation (NASDAQ: GENZ) announced
`today that they have entered into a definitive agreement under which sanofi-aventis is to acquire
`Genzyme for $74.00 per share in cash, or approximately $20.1 billion1. In addition to the cash
`payment, each Genzyme shareholder will receive one Contingent Value Right (CVR) for each
`share they own, entitling the holder to receive additional cash payments if specified milestones
`related to Lemtrada™ (alemtuzumab MS) are achieved over time or a milestone related to
`production volumes in 2011 for Cerezyme® and Fabrazyme® is achieved.
`
`The transaction, which has been unanimously approved by the Boards of Directors of both
`companies, is expected to close early in the second quarter of 2011, subject to customary
`closing conditions. The acquisition is expected to be accretive to sanofi-aventis' Business Net
`
`1 Based on 272.5 million Genzyme shares on a diluted basis.
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`SANOFI v. GENENTECH
`IPR2015-01624
`EXHIBIT 2121
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`earnings per share2 in the first year following closing, and accretive to Business Net earnings
`per share in the range of €0.75 – €1.003 by 2013.
`
`“This agreement with Genzyme is both consistent with our long-term strategy and creates
`significant long-term value for our shareholders,” said Christopher A. Viehbacher, Chief
`Executive Officer of sanofi-aventis. “This transaction will create a meaningful new growth
`platform for sanofi-aventis while expanding our footprint in biotechnology. We expect it to be
`accretive from year one, and the CVR structure, which served as an important value bridge
`between our two companies, rewards both Genzyme and sanofi-aventis shareholders,
`particularly if Lemtrada™ outperforms the market’s current expectations.”
`
`“This transaction represents a new beginning for Genzyme,” said Henri A. Termeer, Chairman
`of the Board, President and Chief Executive Officer of Genzyme Corporation. “Genzyme has a
`record of innovation and a unique and pioneering approach to serving patients. We also share
`an exciting vision of the future, one in which Genzyme and sanofi-aventis grow and innovate by
`developing breakthrough treatments that change the lives of people with serious diseases.
`Sanofi-aventis believes in what we do, in our people and in our potential. We look forward to
`building a sustainable future together.”
`
`Terms of the CVR agreement call for additional cash payments under certain circumstances.
`The CVR will be publicly traded. The agreement is structured such that the economic upside at
`each milestone is shared between sanofi-aventis and Genzyme shareholders. The CVR
`terminates on December 31, 2020 or earlier if the fourth product sales milestone has been
`achieved.
`
`The one-time milestones and payments can be summarized as follows4:
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`$1.00 per CVR if specified Cerezyme®/Fabrazyme® production levels are met in 2011
`$1.00 per CVR upon final FDA approval of Lemtrada™ for multiple sclerosis (MS)
`indication
`$2.00 per CVR if net sales post launch exceed an aggregate of $400 million within
`specified periods per territory
`$3.00 per CVR if global net sales exceed $1.8 billion
`$4.00 per CVR if global net sales exceed $2.3 billion
`$3.00 per CVR if global net sales exceed $2.8 billion
`
`Sanofi-aventis’ global footprint, significant resources and proven track record of successfully
`expanding franchises will create new long-term growth opportunities for the combined company,
`particularly in emerging markets. Genzyme will become an important new platform in sanofi-
`aventis’ sustainable growth strategy and expand the company’s presence in biotechnology.
`Sanofi-aventis intends to make Genzyme its global center for excellence in rare diseases and
`the acquisition will reinforce sanofi-aventis’ commitment to the greater Boston area, where it
`already has a sizeable presence.
`
`2 Net income attributable to equity holders of sanofi-aventis excluding amortization of intangible
`assets, impairment of intangible assets, other impacts associated with acquisitions (including impacts of
`acquisitions on associates), restructuring costs , gains and losses on disposals of non-current
`assets, costs or provisions associated with litigation, tax effects related to the items listed above as well
`as effects of major tax disputes
`3 Assuming an exchange rate of $1.3 USD/€1
`4 Details are defined by the Merger Agreement to be filed with the SEC
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`Beyond rare diseases, Genzyme has built strong Renal-Endocrinology, Hematology-Oncology
`and Biosurgery businesses that are complementary to existing sanofi-aventis businesses and
`include highly differentiated, market-leading products that provide significant benefit to patients.
`Sanofi-aventis will work with Genzyme through the integration process to develop plans to
`enhance the opportunities for these businesses going forward. Consistent with sanofi-aventis’
`approach in other transactions, Genzyme will retain its corporate brand.
`
`Genzyme and sanofi-aventis will immediately begin integration planning, including the formation
`of a joint Integration Steering Committee. Henri A. Termeer will resign as Chairman of the
`Board, President and Chief Executive Officer of Genzyme following the close of the transaction,
`but will advise on the integration in his role as Co-Chairman of the Integration Steering
`Committee with Christopher A. Viehbacher.
`
`Within 15 business days of this agreement, sanofi-aventis will amend its existing tender offer to
`conform to the terms of the merger agreement and file a registration statement for the CVR with
`the U.S. Securities and Exchange Commission. Pending this amendment, sanofi-aventis also
`announced that it has extended its current tender offer, which is now scheduled to expire at 5:00
`p.m. New York City time on March 16, 2011.
`
`The depositary for the tender offer has advised sanofi-aventis that, as of the close of business
`on February 15, 2011, approximately 2,080,221 shares of Genzyme common stock (not
`including the 100 shares owned by sanofi-aventis) were tendered and not withdrawn,
`representing approximately 0.76% of the outstanding shares on a fully-diluted basis.
`
`Sanofi-aventis’ acquisition of Genzyme has already received anti-trust clearance from the
`European Commission and the United States Federal Trade Commission.
`
`Evercore Partners and J.P. Morgan served as sanofi-aventis’ lead financial advisors on the
`transaction, and Weil, Gotshal & Manges LLP served as its legal counsel. Credit Suisse and
`Goldman Sachs served as financial advisors to Genzyme. Ropes & Gray LLP served as
`Genzyme’s legal counsel, while Wachtell, Lipton, Rosen & Katz served as legal counsel to
`Genzyme’s independent directors.
`
`Conference Call
`Sanofi-aventis and Genzyme will hold a call for investors and analysts today at 8 a.m. ET / 2
`p.m. CET to discuss the transaction. Those wishing to listen and participate should dial one of
`the following numbers:
`
`France: +33 (1) 72 00 09 91
`UK: +44 203 367 9457
`U.S.: +1 (866) 907-5925
`
`An audio replay will be available until May 16, 2011 at the following numbers:
`
`France: +33 (0) 1 72 00 15 01
`UK: +44 (0) 203 367 9460
`U.S.: +1 (877) 642-3018
`Access code: 272484#
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`About sanofi-aventis
`Sanofi-aventis, a leading global pharmaceutical company, discovers, develops and distributes therapeutic
`solutions to improve the lives of everyone. Sanofi-aventis is listed in Paris (EURONEXT: SAN) and in
`New York (NYSE: SNY).
`
`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 approximately 10,000 employees in locations spanning the globe.
`
`With many established products and services helping patients in approximately 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.
`
`Additional information
`The CVRs will be deemed contingent consideration under the revised standard IFRS 3 (business
`combinations), applicable to all transactions undertaken January 1, 2010 or thereafter. As a result, the
`fair value of the CVR at the date of change of control will be included in the price of acquisition and set off
`by a financial liability the amount of which will reflect the obligation to pay the potential price adjustments
`in cash. Future changes in the fair value of the CVR tied to post-acquisition events will be recognized in
`the income statement. Because the CVR will be exchange traded, the fair value will be determined using
`the mark-to-market method.
`
`Important Information about this Transaction
`This communication is neither an offer to purchase nor a solicitation of any offer to sell any securities. In
`connection with the proposed transaction, sanofi-aventis will file an amended tender offer statement and
`a registration statement on Form F-4 to register certain securities and certain related documents and
`Genzyme will file a Solicitation/Recommendation Statement with respect to the exchange offer with the
`U.S. Securities and Exchange Commission (the “SEC”). Genzyme shareholders are urged to read the
`registration statement and exchange offer documents when they become available because they will
`contain important information that shareholders should consider before making any decision regarding
`tendering their shares. These documents will be mailed to all Genzyme shareholders of record. These
`documents, as they may be amended from time to time, contain important information about the
`proposed transaction and Genzyme shareholders are urged to read them carefully and in their
`entirety before any decision is made with respect to the proposed transaction. When available,
`documentation relating to the transaction may be obtained at no charge at the website maintained by the
`SEC at www.sec.gov and may also be obtained at no charge by directing a request by mail to MacKenzie
`Partners, Inc., 105 Madison Avenue, New York, New York 10016, or by calling toll-free at (800) 322-
`2885. Free copies of the Solicitation/Recommendation Statement will be made available by 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 communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
`nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
`unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
`of securities shall be made except by means of a prospectus meeting the requirements of the U.S.
`Securities Act of 1933, as amended, or an exemption therefrom.
`
`Cautionary Statement Regarding Forward-Looking Statements
`Any statements made in this communication that are not statements of historical fact, including
`statements about sanofi-aventis' and Genzyme’s beliefs and expectations and statements about the
`acquisition of Genzyme, are forward-looking statements and should be evaluated as such. Such
`forwarding-looking statements regarding the proposed acquisition by sanofi-aventis of Genzyme include
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`the expected timing for completing the transaction, future financial and operating results, benefits and
`synergies of the transaction, Genzyme’s and sanofi-aventis' plans, objectives, strategies, goals, future
`events, future revenues or performance, and other information that is not historical information. These
`statements are subject to risks and uncertainties that may cause actual results to differ materially. These
`risks and uncertainties include, among others: that the acquisition of Genzyme may not be consummated
`for reasons including that the conditions to sanofi-aventis’ offer to purchase all outstanding shares of
`Genzyme common stock, including the condition that a minimum number of shares be tendered and not
`withdrawn, are not satisfied or waived by sanofi-aventis; the possibility that the expected benefits from the
`proposed transaction will not be realized, or will not be realized within the anticipated time period; the risk
`that sanofi-aventis' and Genzyme's businesses will not be integrated successfully; the risk that any cost
`savings or other synergies expected from the transaction may not be fully realized; that possible
`disruption may be caused by the transaction to relationships with customers, employees and other third
`parties; risks associated with any actions taken by either of the companies, including but not limited to,
`restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions) and
`the risks and uncertainties described in sanofi-aventis’ and Genzyme's reports filed with the Securities
`and Exchange Commission under the Securities Exchange Act of 1934, including the factors discussed
`under the caption "Risk Factors" in sanofi-aventis’ Annual Report on Form 20-F for the year ended
`December 31, 2009 and Genzyme’s Quarterly Report on Form 10-Q for the quarter ended September 30,
`2010. Sanofi-aventis and Genzyme caution 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 sanofi-aventis and Genzyme do not undertake and expressly disclaim any obligation to
`update or revise them except as otherwise required by law.
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