CM: Sanofi-Aventis, that's France's largest drug maker, began an $18.5 billion hostile takeover offer for Genzyme today, after the U.S. biotech giant rejected the initial tender offer of $69 a share. Sanofi CEO Chris Viehbacher said on a conference call today they "believe the offer will be successful", and sees "no real reason to bid more at this time." Well, I caught up with Viehbacher after that call. I asked him what shareholders who own more than 50% of Genzyme shares are telling him.
CV: What we did hear was clearly, you know, if faced with the option of hanging in there for a couple of years, or an all-cash offer today, not one of them said they wanted to hang out there for a few years. Every one of them said, you know, "make us a reasonable offer today". You know, I think what has to happen is that there has to be a little bit more thought as to what is the right value for the company. On the one hand, you know, you've got a management that believes the company is worth a whole lot more, but we really don't know how much more. And in a meeting I had with him, he didn't tell me how much more. He asked us to increase our bid, but not by how much. And when we tried to engage on a few key value drivers, we didn't get much traction there either. I mean, this isn't that complicated. There are really a couple of key value drivers. There's the manufacturing issues and there's some of the new products in the development portfolio, notably Campath. And, you know, we've all been around the block a few times, and we would know how to deal with that. But, right now, we can't really engage in any meaningful discussion as to, you know, value drivers, underlying assumptions that would help us to get a little closer together.
CM: Do you expect to be talking at any time soon? I know you guys aren't talking right now. Do you anticipate that maybe in the next week, you could open up again, [that] the two of you could start talking again?
CV: You know, anything is possible. We're certainly open to that dialogue. You know, clearly, in the absence of it we felt we had no choice but to take this to the shareholders. And again, I think really say, "Hey! $69 is a substantial premium over where the share price was."
CM: I'm curious what some of the activist shareholders, Chris, think about this offer. And I'm thinking about Carl Icahn and also Ralph Whitworth. They control seats on that Genzyme board. Have you spoken to them, and if so, what do they think of the offer?
CV: I couldn't really comment about any discussion we might have had with any specific shareholders. You know, we pretty much have fed back what we've heard from all of our discussions.
CM: Chris, are you willing to raise the bid just to get Genzyme to kind of cooperate with that due diligence?
CV: I'm not going to bid against myself. I mean, look, we've put a compelling offer on the table. $5 billion worth of premium is on the table here. And no, I'm not prepared to increase the price unless someone really adds something concrete in terms of information that we don't have today.
CM: I'm curious, too, if you're continuing to meet with any of the Genzyme shareholders at this point...or, at this point, you're kind of waiting to hear back from Genzyme corporate?
CV: Well, I think your logical thing now is to have the official response, the filing of the 14d-9 on the part of the Genzyme board. That could potentially provide new insights because if...you know, the board will have to lay out how it values the company and what they think about our offer, you know...and we'll take it from there. As I said, we proposed in the meeting on a one-on-one basis, you know, various ideas about how we could close the gap. But, you know, when the person on the other side just says, "Hey! We just want more." but doesn't tell you how much more, and doesn't even tell you how much the company's worth, it's very hard to really have a meaningful dialogue on that basis.
CM: Chris, let me ask you: What are your options if you don't get more than 50% of the shares tendered? Do you walk away or do you try to oust the board?
CV: I think we've got a long way to go before we're confronted with those decisions. I mean, we're going to take this a step at a time. We've been pretty disciplined as acquirers in the past. That's the way we're going to stay. We're also very patient. So, you know, [the] first step is let's hear from the Genzyme board. We've got a tender offer that goes until the tenth of December. There's going to be plenty of opportunity for exchange with either Genzyme's board or certainly its shareholders. And that's what we'll do and we'll see how far it gets. We've certainly seen we've got an investor group that's, you know, willing sellers.
CM: If you were a betting man, do you think that ultimately you'll get this deal done?
CV: I think we're confident that we'll be able to get this deal done, yes...(CM: OK. At $69 a share?)...We believe that $69 a share fully values the company and we're going to be committed for the long haul in getting this transaction done.
CM: Alright, Chris Viehbacher, the CEO of Sanofi-Aventis.

标题
Genzyme Must Justify Higher Bid (Bloomberg)

视频介绍
Bloomberg - October 5, 2010
Interview with Chris Viehbacher, Chief Executive Officer, Sanofi-Aventis, on the company's ongoing takeover attempt of Genzyme.

Speaker #1: Carol Massar (CM), Reporter, Bloomberg

Speaker #2: Chris Viehbacher (CV), Chief Executive Officer, Sanofi-Aventis