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Forward Looking Statements
This presentation contains forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking
statements are statements
that are not historical facts. These statements include projections and estimates and their underlying assumptions, statements
regarding plans, objectives, intentions and expectations with respect to future financial
results, events, operations, services, product development and
potential, and statements
regarding future performance. Forward-looking statements are generally identified by the words “expects,” “anticipates,”
“believes,” “intends,” “estimates,” “plans” and similar
expressions. Although sanofi-aventis’ management believes that the expectations reflected in such
forward-looking statements are reasonable, investors are cautioned that forward-looking
information and statements are subject to various risks and
uncertainties, many of which
are difficult to predict and generally beyond the control of sanofi-aventis, that could cause actual results and developments to
differ materially from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties
include among other
things, the uncertainties inherent in research and development, future clinical data and analysis, including post marketing, decisions
by regulatory authorities, such as the FDA or the EMA, regarding whether and when to approve any
drug, device or biological application that may be filed
for any such product candidates
as well as their decisions regarding labeling and other matters that could affect the availability or commercial potential of
such products candidates, the absence of guarantee that the products candidates if approved will
be commercially successful, the future approval and
commercial success of therapeutic
alternatives, the Group’s ability to benefit from external growth opportunities as well as those discussed or identified in
the public filings with the SEC and the AMF made by sanofi-aventis, including those listed
under “Risk Factors” and “Cautionary Statement Regarding
Forward-Looking Statements” in sanofi-aventis’ annual report on Form 20-F
for the year ended December 31, 2009. Other than as required by applicable
law,
sanofi-aventis does not undertake any obligation to update or revise any forward-looking information or statements.
Important Information about this Transaction: This communication is neither an offer to purchase
nor a solicitation of any offer to sell any securities. In
connection with the
proposed transaction, sanofi-aventis will file an amended tender offer statement and a registration statement on Form F-4 to register
certain securities and certain related documents and Genzyme will file a
Solicitation/Recommendation Statement with respect to the exchange offer with
the U.S.
Securities and Exchange Commission (the “SEC”). Genzyme shareholders are urged to read the registration statement and exchange offer
documents when they become available because they will contain important information that
shareholders should consider before making any decision
regarding tendering their
shares. These documents will be mailed to all Genzyme shareholders of record. These documents, as they may be amended from
time to time, contain important information about the proposed transaction and Genzyme
shareholders are urged to read them carefully and in their
entirety before any decision
is made with respect to the proposed transaction. When available, documentation relating to the transaction may be obtained
at no charge at the website maintained by the SEC at
www.sec.gov
and may also be obtained
at no charge by directing a request by mail to MacKenzie
Partners, Inc., 105 Madison
Avenue, New York, New York 10016, or by calling toll-free at (800) 322-2885. Free copies of the Solicitation/Recommendation
Statement will be made available by Genzyme by directing a request to Genzyme at 500 Kendall
Street, Cambridge, MA 02142, Attention: Shareholder
Relations Department, or by calling
617-252-7500 and asking for the Shareholder Relations Department.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements
of the U.S. Securities Act of 1933, as amended, or an
exemption therefrom.
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