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Global Credit Research - 04 Oct 2010
Rating action follows launch of tender offer for Genzyme
Paris, October 04, 2010 -- Moody's Investors Service has today placed the A1 issuer and senior unsecured
long-term rating and the Prime-1 short-term rating
of sanofi-aventis on review for possible downgrade following the
launch of a tender offer to acquire Genzyme Corporation (Genzyme,
Baa2/stable). Under the current offer and assuming sanofi-aventis
acquires 100% of Genzyme, Moody's expects that the
change in the long-term rating would be limited to one notch,
in which case the P-1 short-term rating would be confirmed.
Moody's rating action is a response to today's announcement
by sanofi-aventis of the launch of a tender offer to acquire all
outstanding shares of common stock of Genzyme for USD69 per share,
net to the seller in cash, which values Genzyme at approximately
USD18.5 billion. Sanofi-aventis has secured financing
for its offer, which is conditional upon, among other things,
tender of a majority of the outstanding shares of Genzyme, Genzyme's
board approval and regulatory approvals.
"Moody's views the proposed transaction as strategically sound
for sanofi-aventis, as it would provide the company with
access to a complementary product portfolio that specialises in rare diseases,
with limited near-term patent exposure, and contribute an
interesting but somewhat high-risk late-stage pipeline,"
notes Marie Fischer-Sabatie, a VP-Senior Analyst in
Moody's Corporate Finance Group. "However, the
transaction, which is structured as an all-cash deal,
would, based on a price of USD69 per share, significantly
increase sanofi-aventis' leverage. Specifically,
it would increase the company's net debt position (as per Moody's
definition) to approximately EUR21 billion, from approximately EUR6
billion at the end of Q2 2010," continues Ms. Fischer-Sabatié.
During its review process, Moody's will focus on the following
(i) the ultimate size of the transaction and financing structure;
(ii) the expected business mix and cash flow profile of the enlarged group;
(iii) the initial leverage after closing, the commitment to deleverage
and the likely pace of its implementation; and
iv) the execution risk inherent in transactions of this size and also
linked in this case to manufacturing issues at Genzyme.
Given that sanofi-aventis continues to benefit from some financial
flexibility within its current rating category and that the acquisition
of Genzyme would moderately improve sanofi-aventis' business
profile, Moody's expects that, under current circumstances,
the long-term rating is likely to be downgraded by no more than
one notch. Should the offer price be increased at some point in
the future, then the extent of the long-term rating change
could possibly be more significant, which could then also impact
the Prime-1 short-term rating.
The last rating action on sanofi-aventis was implemented on 24
March 2009, when Moody's changed the outlook on the A1/Prime-1
ratings to stable from positive.
The principal methodology used in rating sanofi-aventis was "Moody's
Global Pharmaceutical Rating Methodology", which can be found
at www.moodys.com in the Rating Methodologies sub-directory
under the Research & Ratings tab. Other methodologies and factors
that may have been considered in the process of rating this issuers can
also be found in the Rating Methodologies sub-directory on Moody's
Sanofi-aventis is a leading pharmaceutical company ranking sixth
worldwide in terms of total revenues as per the end of 2009. The
company reported revenues of EUR30.7 billion. Genzyme is
one of the five largest U.S.-based biotechnology
companies with revenues of USD4.5 billion in 2009.
Vice President - Senior Analyst
Corporate Finance Group
Moody's France SAS
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Eric de Bodard
MD - Corporate Finance
Corporate Finance Group
Moody's France SAS
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Moody's France SAS
Moody's places sanofi-aventis' A1/P-1 ratings on review for possible downgrade
96 Boulevard Haussmann
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