PR Newswire/Les Echos/
Sanofi-aventis to Acquire Chattem Inc. Creating a Strong U.S. Consumer
Healthcare Platform
> Combination Strengthens sanofi-aventis' Strategy to Accelerate Growth Through
Innovation, Geographic Expansion and External Growth
> Chattem Provides Strong Platform for Conversion of some of sanofi-aventis'
Prescription Medicines to Over-the-Counter Products
> Chattem Management to Lead the U.S. Consumer Healthcare Division of
sanofi-aventis, to be Headquartered in Chattanooga, Tennessee
Paris, France and Chattanooga, Tennessee - December 21, 2009 - Sanofi-aventis
(EURONEXT: SAN and NYSE: SNY) and Chattem, Inc. (NASDAQ: CHTT) announced today
that they have entered into a definitive agreement under which sanofi-aventis is
to acquire 100 percent of the outstanding shares of Chattem in a cash tender
offer for $93.50 per share, or approximately $1.9 billion. The transaction will
create the world's fifth-largest consumer healthcare company measured by product
revenues by combining Chattem's position as a leading U.S. consumer healthcare
company with sanofiaventis' strong international presence in the sector.
Over-the-counter ("OTC") and consumer brands are core growth platforms
identified in sanofi-aventis' broader strategy for achieving sustainable growth.
Although the Group will generate around 1.4 billion euros worldwide in OTC sales
in 2009, it has thus far not been directly present in the United States.
Chattem is approximately 130 years old and is a leading manufacturer and
marketer of branded consumer healthcare products, toiletries and dietary
supplements across niche market segments in the United States. Chattem has
regularly demonstrated its ability to sustain regular growth, both in terms of
sales and profit, through the development of its own brands and the successful
integration of acquired products. Chattem's well known brands include Gold
Bond(r), Icy Hot(r), ACT(r), Cortizone-10(r), Selsun Blue(r) and Unisom(r).
Sanofi-aventis also announced today that it will seek to convert its
antihistamine brand known as Allegra(r) (fexofenadine HCl) in the United States
from a prescription medicine to an OTC product. Allegra(r) is a well recognized
brand name with both physicians and consumers. Upon Allegra(r)'s conversion,
Chattem will assume responsibility for the Allegra(r) brand as part of becoming
the platform for sanofi-aventis' U.S. OTC and consumer healthcare business.
"The acquisition of Chattem will be a significant milestone in sanofi-aventis'
transformation strategy and will provide us with the ideal platform in the U.S.
consumer healthcare market, which represents 25 percent of the current worldwide
opportunity," said Christopher A. Viehbacher, Chief Executive Officer of
sanofi-aventis. "In addition, we believe our ability to convert prescription
medicines to OTC products will be enhanced by Chattem's leading sales, marketing
and distribution channels. We have great respect for Chattem's world-class
management team, which has an excellent track record of sales and earnings
growth based on building strong brands. With the potential access to switch
products such as Allegra(r), I believe this team will take Chattem to even
higher levels."
"This transaction offers immediate and significant value for Chattem's
shareholders and important benefits to our employees, customers and community,"
said Zan Guerry, Chairman and Chief Executive Officer of Chattem. "I am excited
to work with the sanofi-aventis team to capture the significant growth
opportunities this combination creates, as highlighted by the planned launch of
Alle gra(r). Chattem will form the base of a new consumer healthcare business in
the United States for sanofi-aventis, and the headquarters, manufacturing and
leadership team will continue to be based in Chattanooga."
Under the terms of the agreement, sanofi-aventis will commence a tender offer
for all outstanding shares of Chattem at $ 93.50 per share in cash. The offer
price represents a 34 percent premium above the closing price of Chattem's
shares on December 18, 2009 and a 44 percent premium above the average closing
price of Chattem's shares during the 6 months preceding the announcement of the
transaction. The tender offer is conditioned on the tender of a majority of
Chattem's shares calculated on a diluted basis, as well as the receipt of
certain regulatory approvals and other customary closing conditions. Following
the successful completion of the tender offer, a wholly owned subsidiary of
sanofi-aventis will merge with Chattem and the outstanding Chattem shares not
tendered in the tender offer will be converted into the right to receive the
same $ 93.50 per share in cash paid in the tender offer. The tender offer will
commence in January 2010 and the companies anticipate the transaction will close
in the first quarter of 2010. Chattem's Board of Directors has unanimously
approved the transaction.
The transaction is expected to be accretive to sanofi-aventis' earnings as early
as year one. This acquisition will allow sanofi-aventis to optimize and retain
the full value of the Allegra(r) switch to an OTC product. Also, significant
revenue synergies should be obtained through the expansion of Chattem's products
into geographic markets where sanofi-aventis has a strong operating presence,
particularly in emerging markets.
Zan Guerry and the senior leadership team of Chattem have agreed to lead
sanofi-aventis' U.S. consumer health division following the close of the
transaction. Additionally, sanofi-aventis is committed to Chattem's current
operations and entrepreneurial spirit as it builds a sizeable presence in the
U.S. consumer healthcare market. Sanofi-aventis announced it would maintain both
of Chattem's existing manufacturing facilities and will continue construction on
the third. The corporate brand of Chattem will also be maintained.
# # #
For additional information on the transaction, please visit the following Web
site: http://multivu.prnewswire.com/mnr/sanofi-aventis_chattem/41630
Sanofi-aventis will hold a call for investors and analysts today at 8 a.m. ET /
2:00 p.m. CET to discuss the transaction. Those wishing to listen and
participate should dial one of the following numbers:
France : +33 (0)1 72 00 09 86
UK : + 00 44 (0) 203 367 94 56
US : + 1 866 907 59 28
An Audio Replay will be available until December 31, 2009 at the following
numbers:
France : +33(0)1 72 00 15 00
UK : +44(0) 2033679460
US : +1 877 64 230 18
Chattem will hold a call for investors and analysts today at 9:15 a.m. ET/ 3:15
p.m. CET to discuss the transaction. Those wishing to listen and participate
should dial one of the following numbers:
US Dial In # 800.510.9661
International Dial In # 617.614.6452
Participant code 37400399
An Audio Replay will be available from December 21, 2009 - 12:15 PM - to
December 28, 2009 at the following numbers:
US Dial In # 888.286.8010
International Dial in # 617.801.6888
Code 59761358
Sanofi-aventis Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking
statements are statements that are not historical facts. These statements
include product development, product potential projections and estimates and
their underlying assumptions, statements regarding plans, objectives, intentions
and expectations with respect to future events, operations, products and
services, 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 EMEA, 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
appro val and commercial success of therapeutic alternatives 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, 2008. Other than as required by
applicable law, sanofi-aventis does not undertake any obligation to update or
revise any forward-looking information or statements.
Chattem Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the
federal securities laws. Statements that are not historical facts, including
statements about our beliefs and expectations, are forward-looking statements.
Forward-looking statements include statements preceded by, followed by or that
include the words, "believes," "expects," "anticipates," "plans," "estimates" or
similar expressions. Examples of forward-looking statements in this press
release include references to our announced transaction with sanofi-aventis.
Forward-looking statements are only predictions and are not guarantees of
performance. These statements are based on beliefs and assumptions of
management, which in turn are based on currently available information. The
forward-looking statements also in volve risks and uncertainties, which could
cause actual results to differ materially from those contained in any
forwardlooking statement. Many of these factors are beyond our ability to
control or predict. Important factors that could cause actual results to differ
materially from those contained in any forward-looking statement include, but
are not limited to, the risk factors disclosed in our Annual Report on Form 10-K
for the year ended November 30, 2008, as added or revised by our subsequent
Quarterly Reports on Form 10-Q, under the caption "Risk Factors" and unexpected
delays or impediments to the announced transaction with sanofi-aventis. We
believe these forward-looking statements are reasonable; however, undue reliance
should not be placed on any forward-looking statements, which are based on
current expectations. Further, forward-looking statements speak only as of the
date they are made, and we undertake no obligation to update publicly any of
these in light of new information or future events.
Important Additional Information: The tender offer described in this release has
not yet commenced and this release is neither an offer to purchase nor a
solicitation of an offer to sell shares of Chattem. At the time the tender offer
is commenced, River Acquisition Corp. and sanofi-aventis will file a Tender
Offer Statement on Schedule TO, containing an offer to purchase, form of letter
of transmittal and related tender offer documents, with the U.S. Securities and
Exchange Commission (the "SEC") and Chattem will file a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender
offer with the SEC. Sanofi-aventis and Chattem intend to mail these documents to
the shareholders of Chattem. These documents will contain important information
about the tender offer and shareholders of Chattem are urged to read them
carefully when they become available. Shareholders of Chattem will be able to
obtain a free copy of these documents, when they become available, at the
website maintained by the SEC at www.sec.gov.
About sanofi-aventis
Sanofi-aventis, a leading global pharmaceutical company, discovers, develops and
distributes therapeutic solutions to improve the lives of everyone.
Sanofi-aventis is listed in Paris (EURONEXT : SAN) and in New York (NYSE : SNY).
For more information, visit: www.sanofi-aventis.us or www.sanofi-aventis.com.
About Chattem
Chattem, Inc. is a leading marketer and manufacturer of a broad portfolio of
branded OTC healthcare products, toiletries and dietary supplements. The
Company's products target niche market segments and are among the market leaders
in their respective categories across food, drug and mass merchandisers. The
Company's portfolio of products includes well-recognized brands such as Icy
Hot(r), Gold Bond(r), Selsun Blue(r), ACT(r), Cortizone-10(r) and Unisom(r).
Chattem conducts a portion of its global business through subsidiaries in the
United Kingdom, Ireland and Canada. For more information, please visit the
Company's website: www.chattem.com.
# # #
MEDIA CONTACTS
For sanofi-aventis: For Chattem:
Jean-Marc Podvin Chuck Burgess/Tom Johnson
Corporate Communications Abernathy MacGregor Group
+33 (1) 53 77 42 23 +1 212 371-5999
Lisa Buffington
U.S. Communications
+1 908 981-6569
INVESTOR CONTACTS
For sanofi-aventis: For Chattem:
Sebastien Martel Robert Long
Corporate Investor Relations Vice President and Chief Financial Officer
+33 (1) 5377 4545 +1 423 822-4450
Felix Lauscher
U.S. Investor Relations
+1 908 981-5560
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