Sanofi-Aventis Bypasses Genzyme Board and Takes $18.5B Bid Directly to Shareholders

Genzyme shareholders reportedly frustrated by top tier’s unwillingness to talk.

Sanofi-aventis has formally commenced a tender offer to buy Genzyme for $69 per share, or about $18.5 billion in cash. The firm claims that Genzyme shareholders, who currently hold some 50% of the firm’s stock, say they are “frustrated” by the Genzyme board’s refusal to sit down and talk seriously about the proposal, which sanofi-aventis made public over a month ago.

“It was clear from our meetings that your shareholders are supportive of our initiative and, like us, are frustrated with your refusal to have meaningful discussions with us regarding our proposal,” states Christopher Viehbacher, sanofi-aventis CEO, in a letter sent today to Henri Termeer, Genzyme chairman, president, and CEO. “You have, therefore, left us no alternative but to commence a tender offer and take our offer directly to your shareholders.”

Genzyme has yet to comment on the formal tender offer to its shareholders, but has not been completely silent over recent weeks. On September 13 the firm announced an agreement to sell its genetic testing services and diagnostics business, Genzyme Genetics, to LabCorp for $925 million in cash, and was also looking for buyers for its diagnostics products and pharmaceutical intermediates businesses.

In the meantime, sanofi-aventis is doggedly pursuing its obvious commitment to acquiring Genzyme, claiming it would invest in new drug development at the firm and address Genzyme’s now well-documented manufacturing issues. “Genzyme would become the global center for excellence for sanof-aventis in rare diseases and this unit would be managed as a stand-alone division under the Genzyme brand, with its own R&D, manufacturing, and commercial infrastructure,” Viehbacher claims.