Sanofi-aventis press release

Sanofi-aventis Announces Non-Binding Offer

to Acquire Genzyme
- $69 Per Share All-Cash Offer Represents Immediate and Certain Value
and a Significant Premium for Genzyme Shareholders -

- Transaction Would Help Genzyme Achieve its Vision of Making a Positive Impact
on the Lives of People with Serious Diseases -

- Transaction Would Enhance sanofi-aventis’ Sustainable Growth Strategy -

Paris, France - August 29, 2010 - Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) announced today
that it has submitted a non-binding proposal to acquire Genzyme (NASDAQ: GENZ) in an all-cash
transaction valued at approximately $18.5 billion.

Under the terms of the proposed acquisition, Genzyme shareholders would receive $69 per Genzyme
share in cash, representing a 38% premium over Genzyme’s unaffected share price of $49.86 on July 1,
2010. Sanofi-aventis’ offer also represents a premium of almost 31% over the one-month historical
average share price through July 22, 2010, the day prior to press speculation that sanofi-aventis had
made an approach to acquire Genzyme. Based on analyst consensus estimates, the offer represents a
multiple of 36 times Genzyme’s 2010 earnings per share and 20 times 2011 earnings per share.
Accordingly, the offer price takes into account the upside potential of the anticipated recovery in
Genzyme’s performance in 2011. Sanofi-aventis has secured financing for its offer.

The non-binding offer, which was made on July 29, 2010, was reiterated in a letter sent today to
Genzyme’s Chairman, President and Chief Executive Officer, Henri A. Termeer, after several
unsuccessful attempts to engage Genzyme’s management in discussions. Sanofi-aventis is disclosing
the contents of its letter in order to inform Genzyme’s shareholders of the significant shareholder value
and compelling strategic fit inherent in a combination of the two companies.

Genzyme is a leading bio-pharmaceutical company based in Cambridge, Massachusetts. Its products

address rare diseases, kidney disease, orthopedics, cancer, transplant and immune diseases, and
diagnostic testing. Sanofi-aventis’ global reach and significant resources would allow Genzyme to
accelerate investment in new treatments, enhance penetration in existing markets and expand further
into emerging markets. The combination of both companies would create a global leader in developing
and providing novel treatments, giving both companies significant new growth opportunities.

“A combination with Genzyme represents a compelling opportunity for both companies and our
respective shareholders and is consistent with our sustainable growth strategy,” said Christopher A.
Viehbacher, Chief Executive Officer of sanofi-aventis. “Sanofi-aventis shares Genzyme’s commitment to
improving the lives of patients, and our global reach and resources can help the company better navigate
the issues it faces today. The all-cash offer provides immediate and certain value for Genzyme
shareholders at a substantial premium that recognizes the company’s upside potential, while sanofi-
aventis shareholders would benefit from the accretion and the attractive growth prospects of this

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Sanofi-aventis : www.sanofi-aventis.com
Media Relations: Tél. : (+) 33 1 53 77 44 50 - E-mail : [email protected]
Investor Relations : Tél. : (+) 33 1 53 77 45 45 - E-mail : [email protected]  
combination. Now is the right time for Genzyme to consider a transaction that maximizes value for its
shareholders. Sanofi-aventis believes strongly in this acquisition and its strategic and financial benefits.
We remain focused on entering into constructive discussions with Genzyme in order to complete this
transaction.”

Sanofi-aventis has a strong track record of successfully acquiring and integrating a diverse range of
businesses and has consistently demonstrated its commitment to allow affiliates to focus on their core
competencies. Sanofi-aventis intends to make Genzyme its global center for excellence in rare diseases
and further increase sanofi-aventis’s presence in the greater Boston area.

At this stage, there can be no assurance that any agreement could be reached between the two
companies. Sanofi-aventis is prepared to consider all alternatives to successfully complete this
transaction.

Conference Call
Sanofi-aventis will hold a call for investors and analysts on Monday, August 30, 2010 at 8:30 a.m. ET /
2:30 p.m. CET to discuss the proposal. Those wishing to listen and participate should dial one of the
following numbers:

France: +33-(0)1-72-00-13-68
UK: +44-(0) 203-367-94-53
US: +1-866-907-59-23

***

Below is the full text of the letter sent today.

August 29, 2010

VIA EMAIL, TELECOPIER AND DHL

Mr. Henri A. Termeer

Chairman, President and Chief Executive Officer
Genzyme Corporation
500 Kendall Street
Cambridge, Massachusetts 02142
USA

Dear Henri

As you are aware, I have been trying to engage with you regarding a potential
acquisition for the past few months. As a consequence of your unwillingness even to meet
with us, we sent you a detailed, written proposal on July 29, 2010. We believe that this
proposal to acquire all of the issued and outstanding shares of Genzyme for $69.00 per share in
cash is compelling for Genzyme’s shareholders and represents substantial value for them.

We are disappointed that you rejected our proposal on August 11 without discussing
its substance with us. After our repeated requests, you agreed only to let our respective
financial advisors hold a meeting of limited scope. Our financial advisors finally met briefly
on August 24, but the meeting simply served as further confirmation that as throughout you
remain unwilling to have constructive discussions. As I have mentioned to you, we are
committed to a transaction with Genzyme, and, therefore, we feel we are left with no choice but to
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take our compelling proposal directly to your shareholders by making its terms public.

Sanofi-Aventis’ fully-financed, all-cash offer to acquire all of the issued and

outstanding shares of Genzyme’s common stock for $69.00 per share represents a very
significant premium of 38% over Genzyme’s unaffected share price of $49.86 on July 1, 2010.
Our offer also represents a premium of almost 31% over the one-month historical average
share price through July 22, 2010, the day prior to press speculation that Sanofi-Aventis had
made an approach to acquire Genzyme. Based on the analysts’ consensus estimates, this
represents a multiple of 36 times 2010 EPS and 20 times 2011 EPS, which takes into account
the expected recovery of Genzyme’s performance in 2011.

We believe that now is the right time for you and the Genzyme Board to consider a
potential transaction that maximizes value for Genzyme’s shareholders. Genzyme has
underperformed its peers for a number of years. It continues to face several significant and
well-documented challenges that were discussed thoroughly during this year’s proxy
campaign, and which Genzyme recently disclosed will take three to four years to resolve. An
acquisition by Sanofi-Aventis would not only position Genzyme to overcome these challenges
quickly and successfully by applying Sanofi-Aventis’ global resources and expertise to help
realize Genzyme’s business strategy, but also deliver near-term compelling value to
Genzyme’s shareholders that takes into account the company’s future upside potential.

As I explained in my July 29 letter, the proposed transaction would provide several

key benefits to Genzyme, its shareholders, employees and the patients and physicians it serves,
including:

 Achievement of Genzyme’s Vision: Sanofi-Aventis would put its full resources

behind Genzyme to invest in developing new treatments, enhance penetration in
existing markets and further expand into emerging markets. Genzyme would be able
to leverage Sanofi-Aventis’ strong global footprint and its manufacturing expertise in
order to address Genzyme’s manufacturing issues.

 Center of Excellence: Sanofi-Aventis already recognizes the strategic importance of

the greater Boston area as evidenced by the establishment of Sanofi-Aventis’
oncology and vaccines research units in Cambridge. Genzyme would become the
global center for excellence for Sanofi-Aventis in rare diseases and further increase
Sanofi-Aventis’ presence in the greater Boston area.

 Continuation of Genzyme’s Legacy within Sanofi-Aventis: Genzyme’s rare

disease business would be managed as a stand-alone division under the Genzyme
brand, with its own R&D, manufacturing and commercial infrastructure, similar to
how Sanofi-Aventis has handled other recent transactions. Genzyme’s management
and employees would play a key role within Sanofi-Aventis following the acquisition.

 Fully Financed, All-Cash Premium Offer: The purchase price would be paid in
cash, offering immediate, substantial and certain value for Genzyme’s shareholders.
Our offer is fully financed and is not subject to a financing contingency.

As I indicated in my July 29 letter to you, in addition to these compelling reasons,

we believe there are many others that demonstrate why Sanofi-Aventis is the right partner for
Genzyme. Sanofi-Aventis has significant expertise executing and integrating acquisitions, and
a strong track record of creating value through those acquisitions by enhancing their
performance through leveraging Sanofi-Aventis’ capabilities. Sanofi-Aventis has
demonstrated that it is a good corporate partner by enabling its affiliates to maintain their
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 distinctive culture and focus on their core strengths. Sanofi-Aventis is strong financially with a
market capitalization of approximately $75 billion, annual revenue of approximately $38
billion and annual EBITDA of approximately $16 billion. From Sanofi-Aventis’ perspective,
the proposed transaction would provide a new sustainable growth platform.

It is our preference to work together with you and the Genzyme Board to reach a
mutually agreeable transaction. As we have consistently stated, we place value on the ability
to engage in a constructive dialogue and to conclude a successful outcome that would ensure a
timely and smooth integration.

We have engaged and have been working closely with Evercore Partners and J.P.
Morgan, as lead financial advisors, and Weil, Gotshal, as legal counsel. As explained in my
July 29 letter, we have completed an extensive analysis of Genzyme and have carefully
considered the proposed transaction on the basis of publicly available information. We do not
believe that there are any regulatory or other impediments to consummation of the proposed
transaction. We could complete our confirmatory due diligence and finalize the terms of a
transaction in a two-week period.

Sanofi-Aventis is committed to a transaction with Genzyme. Given the substantial

value represented by our offer and the other compelling benefits of a transaction, we are
confident that Genzyme’s shareholders will support our proposal. We have taken the step of
making this letter public, so as to explain directly to your shareholders our proposal, our
actions and our commitment. Your continued refusal to enter into constructive discussions will
serve only to further delay the ability of your shareholders to receive the substantial value
represented by our all-cash offer. We therefore are prepared to consider all alternatives to
complete this transaction. Our team and advisors are ready to meet with you and your team
immediately to discuss our proposal and to move things forward expeditiously.

Yours sincerely,

Sanofi-Aventis

By : /s/ Christopher A. Viehbacher

Christopher A. Viehbacher
Chief Executive Officer

cc: Board of Directors, Genzyme Corporation

***

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).

Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. No tender
offer for the shares of Genzyme Corporation ("Genzyme") has commenced at this time. In connection with the
proposed transaction Sanofi-aventis ("Sanofi-aventis") may file tender offer documents with the U.S. Securities and
Exchange Commission ("SEC"). Any definitive tender offer documents will be mailed to shareholders of
Genzyme. INVESTORS AND SECURITY HOLDERS OF GENZYME ARE URGED TO READ THESE AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
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PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents
(if and when available) and other documents filed with the SEC by Sanofi-aventis through the web site maintained
by the SEC at http://www.sec.gov.

Forward-Looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of
1995, as amended. Forward-looking statements are statements that are not historical facts. These statements
include projections and estimates and their underlying assumptions, statements regarding plans, objectives,
intentions and expectations with respect tofuture financial results, events, operations, services, product
development and potential, and statements regarding futureperformance. 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 EMA, 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 labelling and other matters that could affect the availability or commercial potentialof such products
candidates, the absence of guarantee that the products candidates if approved will be commercially successful,the
future approval and commercial success of therapeutic alternatives, the Group’s ability to benefit from external
growth opportunities 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, 2009. Other than as
required by applicable law, sanofi-aventis does not undertake any obligation to update or revise any forward-looking
information or statements.

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