News

2008-09-23 The Board of Directors of Zentiva recommends the intended improved
offer for Zentiva by Sanofi-Aventis for CZK 1,150 in Cash per Share

Paris, France – September 22, 2008. Sanofi-Aventis and Zentiva N.V. (“Zentiva”) today announced an agreement on the unanimous recommendation by Zentiva of an intended improved all-cash public offer of CZK 1150 per share (the “Improved Offer) by Sanofi-Aventis’ wholly-owned subsidiary Sanofi-Aventis Europe to acquire all issued ordinary shares (including shares held in the form of GDSs) in the share capital of Zentiva.

The agreement leading to the Improved Offer was unanimously approved by the Board of Directors of Zentiva, and the Board recommends that Zentiva shareholders tender their shares to Sanofi-Aventis Europe. Both the decisions to approve the agreement and to recommend the Improved Offer were taken without the participation of the two Directors related to Sanofi-Aventis Europe. A fairness opinion has been provided by Merrill Lynch International, which acted as financial advisor to Zentiva.

In support of the Improved Offer, Sanofi-Aventis Europe has received an irrevocable and unconditional undertaking from Mr Jiri Michal to tender his Zentiva shares, representing approximately 3.4 per cent. of Zentiva’s share capital and voting rights on an undiluted basis, into the Improved Offer. Other members of Zentiva’s management have undertaken to tender their Zentiva shares representing in the aggregate an additional approximately 2.3 per cent. of Zentiva’s share capital and voting rights on an undiluted basis. The agreement between Zentiva and Sanofi-Aventis Europe regarding implementation of the Improved Offer also includes, inter alia, a non-solicitation clause, matching rights, provisions relating to the termination of the agreement in certain circumstances, and a break fee of € 25 million in the event that Zentiva withdraws its recommendation of the Improved Offer. (...)


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.

Source: en.sanofi-aventis.com