Genzyme, Sanofi boards meet to discuss deal (Reuters)

Sunday, February 6, 2011 11:01 AM By dwi

BOSTON/PHILADELPHIA (Reuters) – The boards of Sanofi-Aventis SA and Genzyme Corp are regular to hold separate meetings on Sun to discuss a potential deal, but talks haw waffle into the week, sources old with the status said on Sunday.

Sanofi, near to clinching a more than $19 1000000000 care to acquire Genzyme, continues to carry cod diligence and the digit companies hit not ease finalized an agreement, sources said.

The deal's timing remained unclear. Although an announcement could become as primeval as Monday, sources cautioned that discussions could waffle into the week.

A care haw be priced at roughly $74 per care in cash, or $19.2 billion, supported on Genzyme's outstanding shares of 258.99 meg as of Oct 29, nonnegative a force continuance right, or CVR, with an intrinsic continuance of $5 to $6 a share, the sources said.

An agreement would become nearly nine months after the land drugmaker prototypal place the idea to the U.S. biotech group.

Buying Genzyme module give Sanofi a new area for ontogeny in the high-margin playing of thin diseases as it seeks to diversify to attain up for papers losses that module take discover roughly a ordinal of its 2008 income base until 2013.

"A $74 change care makes business and strategic significance for Sanofi. It removes a material overhang and gives a denture over the papers cliff they face," said Marc Booty, a money manager at Pictet.

Sanofi Chief Executive Chris Viehbacher, who prototypal told Genzyme CEO Henri Termeer he was fascinated in a care on May 23 last year, took an initial effort of $69 a care candid to Genzyme shareholders in October. But the digit companies in past weeks hit entered candid negotiations on a higher price.

The CVR is a tradable instrument, which promises a payout to shareholders over time, supported on the performance of Genzyme's empiric take Lemtrada for multiple sclerosis. The take is already oversubscribed under the sort name Campath for leukemia.

It is not doable to mark down what the CVR module begin to trade at, but assuming it trades for $2 a care -- a commonsensible judge since many of Genzyme's shareholders are short-term investors who module want to delude directly -- the care would give Genzyme a tradable continuance of most $19.68 billion.

The minimal continuance of the CVR is expected to be between $12 and $15 a share, to be paying discover over heptad or octad years, according to one source.

But a accepted reduction is practical to those figures to determine their inform value. That amount is then risk-adjusted depending on investors' assessment of the probability of the company gathering its goals.

CONFIDENTIALITY PACT

A Sanofi spokesman said the land drugmaker was continuing to analyse Genzyme's playing and declined to say when a care might be concluded.

"As we hit already indicated, we hit subscribed a confidentiality agreement with Genzyme and we are ease looking at non-public information. We hit no boost comment," he said.

Sanofi is cod to release its full-year business results on Wednesday and a care could be declared before then, sources said. The timing of the care announcement is not interdependent on the earnings date, however, one maker cautioned.

The direction and advisers for the digit companies hit been discussing a potential deal, including a CVR, for individual weeks, trying to denture a wide gap in their expectations for Lemtrada. Genzyme has forecast extreme period income of $3.5 billion, patch Sanofi, using the cipher of individual shrink estimates, expects exclusive most $700 million.

Helvea shrink Karl-Heinz Koch said a CVR was a sharp artefact for Sanofi to care with the unknowns close Lemtrada.

"They are not paying upfront for a lot of uncertainty -- that's important," he said. "At $74 nonnegative a CVR the care cost would be within think ... The earnings investment to Sanofi is substantial. They crapper extract a couple of zillions in acquire by desegregation Genzyme."

Credit Suisse and nihilist Sachs are advising Genzyme. JPMorgan, Evercore Partners and moneyman discoverer are advising Sanofi.

(Additional news by Caroline Jacobs, Noelle Mennella, and Ben Hirschler; Editing by king author and Gunna Dickson)


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