From the Boston Bar Journal: Bridging the Value Gap: Sanofi-Aventis, Genzyme and Contingent Value Rights


Over the course of the past year, one of Massachusetts’ leading biotechnology companies, Genzyme Corporation (“Genzyme”), engaged in a high profile takeover battle with Sanofi-Aventis (“Sanofi”) that drew global attention. Sanofi, a global-healthcare company based in France and the fourth largest pharmaceutical company by prescription sales, set its sights on acquiring Genzyme and, undeterred by Genzyme’s initial resistance, continued to press for a deal, to the point of launching an unsolicited tender offer. Early in this high-stakes drama, the parties reached a stand-off over their divergent views of the intrinsic value of Genzyme. Charged with protecting the best interests of the stockholders, the Genzyme board of directors was steadfast in its opposition to any deal that did not reflect its view of Genzyme’s intrinsic value. In the end, the parties were able to bridge the value gap by using contingent value rights that focused on specific areas of disagreement.  Read the entire article.