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Forward-Looking 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; investors and security holders can obtain
free copies of these documents from 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.
Forward-Looking Statements
Any statements made in this communication that are not statements of historical fact, including
statements about sanofi-aventis' beliefs and
expectations and statements about the
acquisition of Genzyme, are forward-looking statements and should be evaluated as such. Forward-
looking statements include statements that may relate to sanofi-aventis' plans, objectives,
strategies, goals, future events, future revenues or
performance, and other information that is
not historical information. Factors that may materially affect such forward-looking statements include:
the risk that the acquisition of Genzyme may not be consummated for reasons including that the
conditions precedent to the completion of the
acquisition may not be satisfied; the possibility
that the expected benefits from the proposed transaction will not be realized, or will not be realized
within the anticipated time period; the risk that sanofi-aventis' and Genzyme's businesses will
not be integrated successfully; the possibility of
disruption from the acquisition making it
more difficult to maintain business and operational relationships; any actions taken by either of the
companies, including but not limited to, restructuring or strategic initiatives (including capital
investments or asset acquisitions or dispositions).
Sanofi-aventis does not
undertake, and specifically disclaims, any obligation or responsibility to update or amend any of the information above
except as otherwise required by law.
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