US SEC clears' Sanofi-Aventis CVR related to Genzyme acquisition

Sanofi-Aventis (Euronext: SAN) says that the registration statement relating to the Contingent Value Rights (CVRs) offered to Genzyme shareholders as part of the French drug major’s revised agreement to acquire US biotech firm Genzyme (The Pharma Letters passim) has been declared effective by the US Securities and Exchange Commission.

In accordance with the terms of its agreement with Genzyme, Sanofi-Aventis has commenced an exchange offer to acquire all of the outstanding shares of Genzyme common stock for $74.00 in cash and one CVR per share. The CVR entitles 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 (imiglucerase for injection) and Fabrazyme (agalsidase beta) is achieved. Upon closing of the exchange offer, the CVRs will be listed on the Nasdaq market under the ticker symbol "GCVRZ".

The exchange offer to acquire Genzyme is scheduled to expire at 11:59 pm, New York City time, on April 1, 2011. Following the consummation of the exchange offer, Sanofi-Aventis intends to complete the acquisition of Genzyme through a merger of a wholly-owned subsidiary of Sanofi-Aventis with and into Genzyme, with Genzyme becoming a wholly-owned subsidiary of the French company.