PARIS (Reuters) - Sanofi-Aventis has reached an agreement in principle to acquire Genzyme Corp for about $19.2 billion in cash plus future payments based on the performance of an experimental Genzyme drug, according to two sources with knowledge of the talks.
The news on Tuesday caps Sanofi’s nearly nine-month pursuit of the U.S. biotech company as it seeks to shore up its revenue in the face of looming drug patent expirations.
Here is an account of Sanofi’s efforts to buy Genzyme.
May 23 - Sanofi Chief Executive Officer Chris Viehbacher approaches Genzyme CEO Henri Termeer about a deal. Termeer says he is open to discussing a transaction, but asks to wait until after the company’s shareholder meeting in June as he tries to fend off a proxy battle with key shareholder Carl Icahn.
June 9 - Genzyme announces settlement with Icahn and appoints two directors designated by the financier.
June 28 - Viehbacher calls Termeer to set up a meeting, Termeer says he will respond soon.
July 2 - Media reports say Sanofi mulls a large U.S. biotech acquisition.
July 7 - Termeer tells Viehbacher that he cannot commit to a meeting until after Genzyme’s board meets on July 9.
July 10 - Termeer tells Viehbacher Genzyme’s board has discussed a potential transaction with Sanofi, but has decided that it was not the right time to explore such a deal.
July 28 - Sanofi’s board revisits a proposed transaction with Genzyme. Viehbacher proposes sending Genzyme a letter outlining the terms of an acquisition.
July 29 - Viehbacher tells Termeer about Sanofi’s plan to send a written proposal, including a price per share. The subsequent letter outlined Sanofi’s $69 per share offer.
August 11 - Termeer sends a letter to Viehbacher saying that Genzyme’s board has rejected Sanofi’s offer.
August 29 - Sanofi publicizes its offer for Genzyme. Genzyme publicly rejects the bid a day later.
September 20 - Termeer and Viehbacher meet to discuss Sanofi’s proposal. Termeer refuses to give guidance on a value for Genzyme and suggests that Sanofi withdraw its offer and consider making contact again in 2011.
October 4 - Viehbacher takes Sanofi’s offer directly to Genzyme shareholders, in a tender to expire on December 10.
October 22 - Genzyme hosts an investor meeting to explain why it’s worth more than Sanofi’s offer. It expects 2011 profit forecasts to top Wall Street estimates and says that independent research shows sales of experimental multiple sclerosis drug Lemtrada could reach $3 billion in 2016.
October 28 - Viehbacher, at Sanofi’s earnings presentation, dismisses Genzyme’s financial forecasts. Sanofi puts expectations for Lemtrada at $700 million.
November 26 - Termeer says in a newspaper interview he is open to a deal linking Genzyme’s value to the success of Lemtrada by using a contingent value right (CVR).
December 13 - Sanofi extends its tender offer deadline until January 21 and says representatives from both companies have been discussing using a CVR as a way to value Genzyme’s Lemtrada.
January 24 - Sanofi extends its tender offer for Genzyme until February 15.
January 31 - Genzyme says it allows Sanofi to conduct due diligence, sources tell Reuters the two have reached a basic agreement on deal terms pending the review.
February 1 - Media reports say Sanofi has raised its price to get access to Genzyme’s financial records.
February 15 - Sources tell Reuters that Sanofi has agreed in principle to buy Genzyme for $19.2 billion in cash plus a CVR
Reporting by Caroline Jacobs, additional reporting by Deena Beasley and Lewis Krauskopf; Editing by Gary Hill