Sanofi-aventis Intends to Make a Competing Bid of CzK 1,050 in Cash Per Share for Zentiva

Sanofi-aventis Intends to Make a Competing Bid of CzK 1,050 in Cash Per Share for Zentiva

PARIS, France, June 18, 2008 - Sanofi-aventis intends to make a Competing Bid for all issued and outstanding ordinary shares in the share capital of Zentiva at an offer price of CZK 1,050 in cash per Share. The Competing Bid values Zentiva at 40,043 million CZK (€ 1,655 million), based on 38,136,230 Shares issued as of year end 2007.

Sanofi-aventis is already established in the various markets where Zentiva operates. The intended acquisition of the control of Zentiva carries a strong strategic rationale.

The Competing Bid

The intended Competing Bid would take the form a public offer made by sanofi-aventis or one of its subsidiaries at a Offer Price of CZK 1,050 in cash per Share. It is also intended that the Competing Bid be extended to Shares held in the form of Global Depositary Receipts (GDRs) mutatis mutandis.

- The Offer Price represents a 14.6 % premium to Zentiva's 30 April 2008 closing price of CZK 916 the last day before PPF Group N.V. made an announcement of its intended cash offer for Zentiva;

- The Offer Price represents a 10.5 % premium to PPF's announced offer price of CZK 950.

The Competing Bid will be subject to customary offer conditions, such as obtaining the required clearances from competition authorities. The Competing Bid will also be subject to a minimum tender condition such that upon closing of the Competing Bid sanofi-aventis would hold over 50.0% of Zentiva's Shares and voting rights on a fully diluted basis, as calculated by aggregating (i) Shares already held by sanofi-aventis prior to the Competing Bid with (ii) Zentiva securities tendered in the Competing Bid and not validly withdrawn. Sanofi-aventis currently holds 9.5 million Shares, representing approximately 24.88% of Zentiva's Shares and voting rights on an undiluted basis.

In accordance with the laws of the Czech Republic, sanofi-aventis will submit to the Czech National Bank a draft offer memorandum relating to the Competing Bid. Subject to the review of the Czech National Bank, sanofi-aventis will commence the Competing Bid by publication of an offer memorandum containing its definitive terms and conditions.

 

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).

Forward-looking statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These statements include product development, product potential projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future events, operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects," "anticipates," "believes," "intends," "estimates," "plans" and similar expressions. Although sanofi-aventis's management believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of sanofi-aventis, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.


These risks and uncertainties include those discussed or identified in the public filings with the SEC and the AMF made by sanofi-aventis, including those listed under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements" in sanofi-aventis's annual report on Form 20-F for the year ended 31 December 2007. Other than as required by applicable law, sanofi-aventis does not undertake any obligation to update or revise any forward-looking information or statements.

This is a public announcement by sanofi-aventis pursuant to the provisions of the Czech Republic's Act No. 104/2008 Coll., on Takeover Bids, as amended. This announcement does not constitute an offer for ordinary shares and/or global depository receipts in the capital of Zentiva. No offer will be extended to the United States, Canada, Japan or to other jurisdictions where such extension would constitute a
violation of the laws of that jurisdiction.

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