[讨论] Genzyme Mulls Its Deal Options ZT

何鸿燊

By GINA CHON And ANUPREETA DAS

Genzyme Corp. is exploring a new deal structure that might help break a months-long acquisition deadlock with Sanofi-Aventis SA, as it also continues to assess options with other parties.

The structure is known as a contingent value right, or CVR for short, which gives shareholders an additional benefit once an acquired company hits a future benchmark. CVRs are typically used when buyers and sellers can't agree on a purchase price, and often kick in after an acquired company meets sales or regulatory targets.

Genzyme has been holding internal discussions about how to structure such a deal with Sanofi, according to people familiar with the matter. In Genzyme's case, the CVR would be largely tied to the performance of Campath, a Genzyme drug that is currently used to treat leukemia but is being tested for use on multiple sclerosis, the people familiar with the matter said.

Sanofi has said Genzyme is too optimistic in its projection for Campath use on multiple sclerosis, and the French firm projects the drug's MS revenues will register about $700 million. Genzyme, meanwhile, projects that sales will reach $3.5 billion in 2017.

Sanofi Chief Executive Chris Viehbacher has said that U.S. Food and Drug Administration approval of Campath for MS isn't guaranteed, and Genzyme has rejected a Sanofi request to form a working group to allow the French firm to do a limited amount of due diligence on the drug.

A CVR structure would allow Sanofi to pay a lower price for Genzyme now on the condition that it makes additional future payments if Campath hits certain sales targets or other criteria, the people familiar with the matter said.

Sanofi has indicated it would be open to a CVR. Still, Genzyme says the CVR won't break the impasse if Sanofi's offer remains at $69 a share, these people said.

Genzyme has also been integrating the CVR in its discussions with third parties who may be interested in the company, the people familiar with the matter said. In these talks with companies including Pfizer Inc., Johnson & Johnson and Merck & Co. Inc., Genzyme has discussed the prospect of selling the entire company or particular assets. Genzyme has also raised the possibility of selling a minority stake. By early December, the company hopes to have enough information on outside interest to decide whether to run a formal auction process.

Genzyme has continued to rebuff Sanofi's hostile, $18.5 billion tender offer, saying it undervalues the company. But after months of entreaties, the CVR structure is being raised as one possible way the two companies might have a breakthrough.

Given the nature of the pharmaceutical industry—where a company's future is often tied to the success of one drug and the risk of failure is high—CVRs have been a feature in several recent health-care transactions.

Celgene Corp.'s $3 billion deal for Abraxis BioScience included a CVR, conditioned upon regulatory approval of the drug Abraxene for various uses, including pancreatic cancer. Last year, Endo Pharmaceuticals Inc. paid $370 million, or $4.50 in cash for Indevus Pharmaceuticals Inc, but agreed to pay an additional $3 per share if the FDA approves two Indevus drugs and sales cross certain milestones. Those reviews are still pending.

The CVR option is being examined by Sanofi, which recently added Morgan Stanley to its roster of advisers. Morgan previously advised Celgene and Endo, including on the CVR component.

Contingent value rights were also a much-discussed feature in Roche Holding AG's $46.8 billion takeover of Genentech because of uncertainty around Genetech's cancer drug Avastin, although they weren't ultimately incorporated in the deal.