Press releases and press packs are intended to journalists, investors and shareholders.
Paris, France - February 25, 2009
Sanofi-aventis announces success of Zentiva Offer
This announcement does not constitute a public offer for ordinary shares and/or global depository shares
in the capital of Zentiva N.V. No offer is or will be extended to the United States, Canada and Japan or to
other jurisdictions where such extension would constitute a violation of the laws of that jurisdiction.
Sanofi-aventis announced today that all conditions to the Offer
made by its subsidiary sanofi-aventis Europe have been successfully fulfilled.
Sanofi-aventis welcomes the successful results of this offer. Zentiva constitutes an exceptional
opportunity to accelerate the expansion of the Group’s presence in emerging markets. Sanofi-aventis
intends for Zentiva to become a platform for further growth in the Central and Eastern European (CEE)
markets, Turkey and Russia.
Following the acquisition of Zentiva, the sanofi-aventis Group will be the eleventh global generic player
on the basis of pro forma 2008 sales.
Chris Viehbacher, CEO of sanofi-aventis said: “This operation is a typical example of the kind of
acquisition that I want our company to make, as part of our efforts to diversify and strengthen our
business in areas where there are attractive growth opportunities. I am very enthusiastic about this
opportunity, which is another step towards our ambition to become a global healthcare leader.”
Sanofi-aventis Europe received qualifying acceptances of the Offer in relation to 27,388,049 ordinary
shares (including shares held in the form of global depositary shares) of Zentiva, corresponding to 70% of
the outstanding share capital and voting rights of Zentiva. The Offer’s minimum tender condition of
10,339,203 shares has therefore been fulfilled. Following settlement, and including the shares already
held by sanofi-aventis Europe prior to the Offer, sanofi-aventis Europe expects to hold around 94% of the
outstanding share capital and voting rights of Zentiva.
On the basis of the previously announced competition law clearances from the competent authorities of
the European Union, Turkey, Russia and Ukraine and in the absence of any corporate decision in
violation of Article 4 (v) of the Offer Memorandum, sanofi-aventis Europe has determined that all other
offer conditions have also been satisfied.
As a result of the satisfaction of all the conditions of the Offer, the agreements on the purchase of
ordinary shares and global depositary shares of Zentiva entered into through the tendering shareholders’
acceptances of the Offer have become effective.
The settlement of the Offer will occur on March 11, 2009.
Shareholders are reminded that for shares and global depositary shares to be validly transferred, the
requirements set down in Section 10 of the Offer memorandum must be followed. The Offer
Memorandum can be found on a dedicated page of the website www.sanofi-aventis.com. Shareholders
are therefore strongly advised to contact the financial intermediary with whom their securities are
deposited without delay, and ensure that the required steps are taken on their behalf.
In case of questions regarding the settlement of the Offer
- in relation to ordinary shares, please contact:
WOOD & Company Financial Services, a.s.
Palladium
Náměstí Republiky 1079/1a
110 00 Praha 1
Czech Republic
Tel.: +420 222 096 111
Fax.: +420 222 096 222
Settlement
Jana Svobodová
E-mail: jana.svobodova@wood.cz
- in relation to global depositary shares, please contact:
The Bank of New York Mellon
101 Barclay Street
New York, NY 10286
Contact: Dorothy Huttner
Tel: + 1 212.815.2141
Fax.: + 1 212.571.3050
Email: dorothy.huttner@bnymellon.com
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).
About Zentiva N.V.
Zentiva N.V. is an international pharmaceutical company focused on developing, manufacturing and
marketing modern generic pharmaceutical products. The Company has leading positions in the
pharmaceutical markets in the Czech Republic, Slovakia, Romania, and Turkey and is growing rapidly in
Poland, Russia, Bulgaria, Hungary, the Ukraine and the Baltic States.
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’ 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.
