Date: 2011-02-16
Type of information: Company acquisition
Acquired company: Genzyme (USA)
Acquiring company: Sanofi Aventis (France)
Amount: $ 20,1 billion
Terms: * On October 4, 2010, Sanofi-Aventis has commenced a tender offer for all outstanding shares of common stock of Genzyme for $69 per share and the transaction was then valued at approximately $18.5 billion.
On February 16, 2011, the companies 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 billion.
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.
Details: The CVR 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 follows:
- $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.
Related: Rare diseases
Endocrinology
Hematology
Oncology
Biosurgery
