European Commission Clears Acquisition of Zentiva NV by sanofi-aventis

sanofi-aventisSanofi-aventis announced that the European Commission has granted competition law clearance to the proposed acquisition of Zentiva NV (Zentiva) by sanofi-aventis Europe. Sanofi-aventis welcomes this decision, which will allow the Offer to proceed. The offer expiration date is maintained at February 20, 2009.

The Offer remains subject to a minimum tender condition of 10,339,203 shares, which is designed to ensure that after the Offer sanofi-aventis Europe would hold more than half of Zentiva's fully diluted share capital and voting rights.

If the Offer is successful, sanofi-aventis Europe intends to terminate Zentiva's listings on the London and Prague Stock Exchanges as soon as possible. Furthermore, subject to the necessary threshold being reached, sanofi-aventis Europe expects to initiate the statutory squeeze-out procedure contemplated by the Dutch Civil Code in order to acquire all shares held by minority shareholders.

Sanofi-aventis is committed to the expansion of its presence into emerging markets that are characterised by high growth, low and medium disposable income and affordable pharmaceutical products. Sanofi-aventis believes that Zentiva will constitute an exceptional opportunity to accelerate this strategy and intends that Zentiva becomes a platform for further growth in the Central and Eastern European (CEE) markets.

In connection with the European Commission competition law clearance, sanofi-aventis has agreed to divest products from both groups in a limited number of CEE markets. The divested products collectively generate annual sales of approximately €18 million in 2007, an amount which is less than 3% of Zentiva’s consolidated sales for that year.

Sanofi-aventis Europe has made certain commitments to Zentiva with respect to the treatment of Zentiva employees. The parties intend for Mr Jiri Michal to continue as CEO and executive director of Zentiva following the closing of the Offer.

More About the Offer
The minimum tender condition requires that at least 10,339,203 shares (including shares held in the form of GDSs) be validly tendered into the offer and not withdrawn on the Announcement Date, so that upon closing of the Offer sanofi-aventis Europe would hold directly or indirectly over 50.0% of Zentiva's fully diluted share capital and voting rights as calculated by aggregating (i) the 9.5 million Zentiva shares already held directly or indirectly by sanofi-aventis Europe prior to the Offer with (ii) the Zentiva shares (including shares held in the form of GDSs) which will be validly tendered in the 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 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.

If minimum tender condition is not met, the Offer will not close and tendering shareholders will retain ownership of their securities with no entitlement to the offer price of CZK 1150 per share.

Shareholders are reminded that for shares and GDS to be validly tendered into the offer by the expiration date, it is generally necessary for shareholder orders to be placed by an earlier cut off date determined by their broker or other financial intermediary. Shareholders are therefore strongly advised to contact the financial intermediary with whom their securities are deposited without delay, and inform themselves of the cut off date applicable to their account.

Full details of the Offer's terms and conditions are set out in the Offer Memorandum dated July 11, 2008 as amended on September 19, 2008, October 1, 2008 and November 28, 2008 by successive advertisements. The Offer Memorandum can be found on a dedicated page of the website www.sanofi-aventis.com. This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum.

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.

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