Sanofi-aventis has completed its tender offer for all outstanding shares of common stock of Chattem Inc. under its $1.9 billion deal to acquire the U.S. drug maker.


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Sanofi-aventis wraps up tender offer for Chattem

February 9th, 2010

PARIS – Sanofi-aventis has completed its tender offer for all outstanding shares of common stock of Chattem Inc. under its $1.9 billion deal to acquire the U.S. drug maker.

The Paris-based pharmaceutical giant said Tuesday that as of the tender offer's expiration on Feb. 8, 18,611,072 shares of Chattem common stock (including 2,853,283 shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 89.8% of the shares on a fully diluted basis. All shares validly tendered and not validly withdrawn have been accepted for purchase, and payment will be made under the terms of the tender offer at the price of $93.50 per share, the company said.

Sanofi-aventis plans to effect a "short-form" merger under Tennessee law after exercising its top-up option under the merger agreement, and Chattanooga, Tenn.-based Chattem will become an indirect, wholly owned subsidiary of sanofi-aventis. As a result of the merger, shares of Chattem common stock not tendered in the offer will be cancelled and (except for shares held by sanofi-aventis, Chattem and their subsidiaries) converted into the right to receive the same $93.50 per share in cash paid in the tender offer.

Sanofi-aventis unveiled the acquisition in late December and announced the tender offer last month. According to the drug maker, the deal will create the world's fifth-largest consumer health care company.

In addition, sanofi-aventis has said the acquisition marks a milestone in its transformational strategy. The company said that by expanding its presence in the U.S. consumer health care market, which represents 25% of the current global opportunity, it is bolstering its position as a global, integrated health care company as well as creating a springboard for for future growth.

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