Sanofi-aventis Announces Non-Binding Offer to Acquire Genzyme

PARIS, Aug. 29 /PRNewswire-FirstCall/ — Sanofi-aventis
(EURONEXT: SAN and NYSE:
SNY) announced today that it has submitted a non-binding
proposal to acquire Genzyme (Nasdaq:
GENZ) in an all-cash transaction valued at approximately $18.5
billion.

Under the terms of the proposed acquisition, Genzyme
shareholders would receive $69 per Genzyme share in cash,
representing a 38% premium over Genzyme’s unaffected share price of
$49.86 on July 1, 2010. Sanofi-aventis’ offer also represents a
premium of almost 31% over the one-month historical average share
price through July 22, 2010, the day prior to press speculation
that sanofi-aventis had made an approach to acquire Genzyme. Based
on analyst consensus estimates, the offer represents a multiple of
36 times Genzyme’s 2010 earnings per share and 20 times 2011
earnings per share. Accordingly, the offer price takes into account
the upside potential of the anticipated recovery in Genzyme’s
performance in 2011. Sanofi-aventis has secured financing for its
offer.

The non-binding offer, which was made on July 29, 2010, was
reiterated in a letter sent today to Genzyme’s Chairman, President
and Chief Executive Officer, Henri A. Termeer, after several
unsuccessful attempts to engage Genzyme’s management in
discussions. 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.

Genzyme is a leading bio-pharmaceutical company based in
Cambridge, Massachusetts. Its products address rare diseases,
kidney disease, orthopedics, cancer, transplant and immune
diseases, and diagnostic testing.  Sanofi-aventis’ global
reach and significant resources would allow Genzyme to accelerate
investment in new

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