French drugmaker Sanofi-Aventis said it had called on bid target Genzyme bosses not to use defensive tactics to block a takeover of the US biotech but to let shareholders decide on its $18.5bn (£11.4bn) offer.
Sanofi chief executive Chris Viehbacher said in a letter to Genzyme boss Henri Termeer published yesterday that the board should not stand in the way of shareholder choice if it was not prepared to enter direct talks with the French group.
“You have publicly disclosed that Genzyme’s board has authorised management and the company’s advisors to ‘probe and evaluate alternatives’ for Genzyme and its assets, including contacting third parties,” Viehbacher said. “We were encouraged to hear this, but to date, we have not been contacted or included in this process.”
Viehbacher said certain comments made by Genzyme management seemed to be inconsistent with its publicly stated aim of maximising shareholder returns and listening to shareholders.
Sanofi said the comments referred to three possible courses of action for Genzyme: extending the terms of some of its directors, using Massachusetts anti-takeover statutes to block a deal or adopting a “poison pill” to stop Sanofi taking control.
“We believe it would be inappropriate for the board to take these defensive actions,” Viehbacher said. “If we are unable to have a direct dialogue with you, in all fairness you should allow your shareholders the opportunity to decide for themselves whether or not to accept our proposal.” Sanofi has stuck to its bid for Genzyme after the US company held a series of meetings to demonstrate it was worth more than the $69 per share Sanofi has offered citing $3bn sales of its MS drug.
City A.M. Reporter