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October 4, 2010

Sanofi Turns Hostile In Bid For Genzyme

French pharmaceutical giant Sanofi-Aventis has launched a hostile $18.5 billion takeover bid for Cambridge-based Genzyme Corp.

Sanofi has been attempting to acquire Genzyme, which has about 2,000 employees in Central Massachusetts, since August. But Henri Termeer, Genzyme's CEO, has refused the $69-per-share bid outright.

Termeer has called Sanofi's cash offer inadequate.

In a letter to Termeer, Sanofi CEO Christopher Viebacher said he is disappointed that Termeer remains "unwilling to have constructive discussions with us."

Viebacher claims in the letter that Sanofi has met with Genzyme's largest shareholders, which "are supportive of our initiative" and "frustrated with your refusal to have meaningful discussions."

Sanofi was scheduled to hold an investors' conference call this morning and expected to launch its tender offer for Genzyme shares today.

Genzyme stock was trading at $71.03 per share this morning. Sanofi's offer price is a 38 percent premium over Genzyme's share price as of July 1.

Despite Termeer's reluctance to negotiate, his employment contract provides security for him in the event of a takeover.

If Termeer were to be let go after a Sanofi takeover, he would be entitled by his contract to a lump sum payment of three times his annual salary and cash incentives, the continuance of his insurance benefits for three years and equity payments of about $10.9 million. The total package is worth about $22.5 million, according to Genzyme's U.S. Securities and Exchange Commission filings.

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