Agreement on Sanofi-Aventis/Genzyme deal prompts lawyer comment on Europe/USA differences on takeovers

Following yesterday’s announcement that the French pharmaceutical group Sanofi-Aventis (Euronext: SAN) had finally managed to put together an acceptable deal to buy US biotech company Genzyme (Nasdaq: GENZ), Robin Johnson, partner at international law firm Eversheds, points out divergences as at how takeover deals are conducted in the USA and Europe.

“The on-running saga of Sanofi-Aventis’ acquisition of Genzyme brings into stark contrast the difference between European style takeovers and those of the USA. After almost a year of talks, the news that a deal has finally been agreed for Genzyme, combined with a similar situation whereby Air Products has finally given up its pursuit of Airgas, marks an equally long drawn-out process that highlights the different approach of the UK authorities, who have a ‘put-up-or-shut-up’ approach to public deals, compared with the USA.” said Mr Johnson.

“In Europe the decision lies ultimately with the shareholders, whereas in the USA the board makes the final decision. Poison pills, a tactic companies use to thwart hostile takeovers, are not allowed in Europe, although with the UK government talking about a ‘Cadbury Law,’ ie, a national interest protection get-out clause for companies that are under siege from overseas predators, things may change,” he said.