Sanofi-aventis announced today that it has successfully completed its tender offer for all outstanding shares of common stock of Chattem, Inc.
The tender offer and withdrawal rights expired at 12:00 midnight, New York City time, on February 8, 2010. The depositary for the tender offer has advised sanofi-aventis that, as of the expiration time, approximately 18,611,072 shares of Chattem common stock (including approximately 2,853,283 shares subject to guarantees of delivery) were validly tendered and not withdrawn representing approximately 89.8% of the shares on a fully-diluted basis (as defined in the merger agreement). All shares that were validly tendered and not validly withdrawn have been accepted for purchase, and payment for such shares will be made promptly in accordance with the terms of the tender offer at the offer price of $93.50 per share, net to the seller in cash, without interest and less any required withholding taxes.
Sanofi-aventis intends to effect a "short-form" merger under Tennessee law after exercising its top-up option under the merger agreement, and Chattem will become an indirect, wholly-owned subsidiary of sanofi-aventis. As a result of the merger, any shares of Chattem common stock not tendered in the tender 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.
The transaction is a significant milestone in sanofi-aventis' transformational strategy. By strengthening its presence in the U.S. consumer healthcare market, which represents 25 percent of the current worldwide opportunity, sanofi-aventis is further securing its position as a global, integrated healthcare company and building a significant platform for future growth.