Sanofi, Genzyme Spar Over Accounts of Chiefs’ Meeting

Sanofi-Aventis SA’s three-month effort to acquire Genzyme Corp. took a more contentious turn as the companies’ chief executive officers offered conflicting accounts of their face-to-face meeting last month.

Sanofi’s Chris Viehbacher indicated the French company was willing to pay in a range of $69 to $80 a share to buy Genzyme at a Sept. 20 meeting with the U.S. company’s chief, Henri Termeer, Genzyme said in a regulatory filing yesterday. Sanofi today denied making such a proposal.

“We offered no price range and Genzyme continued to refuse to engage with us on valuation,” Jean-Marc Podvin, a spokesman for Paris-based Sanofi, said by telephone today. “We strongly disagree with Genzyme’s characterization of the Sept. 20 meeting between our CEOs.”

Genzyme plans to hold a meeting with its investors after reporting earnings on Oct. 20 to “provide shareholders with our perspective on the true value of the company,” said Bo Piela, a Genzyme spokesman, in a phone interview. The date of the meeting will be disclosed next week, he said.

Since Sanofi made its bid public on Aug. 29, Genzyme has closed each day higher than $69, indicating investors are betting the offer will be raised. Cambridge, Massachusetts-based Genzyme’s assertion that Sanofi is willing to pay as much as $80 may add to that optimism.

Sanofi’s existing bid of $18.5 billion, or $69 a share, is “inadequate and opportunistic,” Genzyme said yesterday, urging shareholders to reject the hostile tender offer.

‘Hearten Shareholders’

“The mere mention of $80 should be enough to hearten Genzyme shareholders,” said Les Funtleyder, a Miller Tabak & Co. analyst in New York, in a telephone interview yesterday.

When the two CEOs met, Viehbacher said the price range he was proposing was “manageable but that, based on his current understanding, he could not get to $80 a share,” according to Genzyme’s filing. Termeer declined to agree to the range, Genzyme said.

Genzyme, the largest maker of medicines for rare genetic disorders, rose 39 cents to $72.75 at 4 p.m. New York time in Nasdaq Stock Market composite trading. The stock had dropped as much as 43 percent from a 2008 high of $83.25 after contamination at a Boston plant caused drug shortages that eroded sales. Sanofi fell 9 cents to 48.96 euros in Paris trading.

Genzyme’s board cleared its advisers to contact third parties to “evaluate alternatives for the company and its assets,” the filing said. The company hasn’t yet reached out to potential suitors, spokesman Piela said in a telephone interview yesterday. Piela declined to say whether Genzyme might begin an auction to sell itself.


During the Sept. 20 meeting, Viehbacher asked Termeer to “provide a price range at which a deal could be consummated, and proposed that the parties agree to a price range of from $69 per share to $80 per share,” the filing said.

Termeer “reiterated the company board’s unanimous view that $69 per share was an inappropriate price at which to commence negotiations,” according to the filing.

Podvin, the Sanofi spokesman, said, “At that meeting we made a variety of efforts to move the process forward, including discussing the merits of our $69-per-share offer and trying to understand if media reports about Genzyme’s price expectations were accurate,” he said.

Viehbacher said Oct. 4 he would be willing to raise his offer if Genzyme provided details to justify a boost. Termeer asked for a higher bid when the two men met Sept. 20, though he didn’t specify a price, Viehbacher said in interview with Bloomberg Television.

‘Compelling Offer’

“I’m not going to bid against myself,” Viehbacher said Oct. 4. “We’ve put a compelling offer on the table. I’m not prepared to increase the price unless someone really adds something concrete in terms of information.” Sanofi’s tender offer expires Dec. 10.

Termeer said in an Aug. 31 interview that he was open to selling the biotechnology company at a “fair value,” higher than Sanofi’s offer.

“Every company is for sale at some price,” Termeer said that day. “The company is not for sale at $69 and we made that clear.”

Genzyme said it will introduce three medicines by the end of 2013 that aren’t valued by Sanofi’s offer, according to yesterday’s filing. The company will seek an added approval of its blood-cancer drug Campath as a remedy for multiple sclerosis. Genzyme also anticipates clearance of mipomersen to treat high cholesterol and the pill eliglustat for Gaucher disease.

Luring Bidders

The new drugs are likely to help Genzyme lure at least one bidder to rival Sanofi and push the final sale price to as much as $78 a share, said Michael Yee, an RBC Capital Markets analyst based in San Francisco. Combined, the treatments may reap annual revenue of more than $1.5 billion, Yee said.

“What happens here is the bid goes higher and Genzyme is likely to extract more value,” Yee said in a telephone interview yesterday. “During my conversations with investors, that high-to-mid-70s range is where things start to get compelling.”

Large drugmakers led by Pfizer Inc. of New York and New Brunswick, New Jersey-based Johnson & Johnson may emerge as a rival bidders for Genzyme, Yee said.

J&J spokesman Jeffrey Leebaw declined to comment in an e-mail yesterday. Pfizer spokesman Ray Kerins didn’t immediately return a call for comment after regular business hours.

The deal would be the biggest hostile takeover in the drug industry since the $64 billion transaction that created Sanofi-Aventis in 2004, according to Bloomberg data. Sanofi has announced 35 acquisitions in the past five years, with an average size of $1.6 billion and an average premium of 15 percent, according to data compiled by Bloomberg.

“Typically the first bid is not the best and final bid,” Phil Nadeau, an analyst with Cowen & Co. in New York, said in an Oct. 5 telephone interview.

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