French drug company Sanofi-aventis SA (SNY) said Monday that it has commenced a tender offer through its unit, River Acquisition Corp., to buy Chattem, Inc. (CHTT) for $93.50 per share, net to the seller in cash, without interest and less any required withholding taxes. The tender offer will expire on February 8, unless it is extended. According to Sanofi-aventis, the tender offer is conditional on the tender of a majority of Chattem's shares calculated on a fully-diluted basis and subject to certain regulatory approvals and other customary closing conditions.
The company noted that the tender offer follows a purchase offer of January 11, 2010, and the agreement and plan of merger made on December 20, 2009, among sanofi-aventis, River Acquisition and Chattem. Sanofi-aventis had agreed to acquire Chattem for about $1.9 billion in cash. The company further noted that, in the event of the successful completion of the tender offer, River Acquisition will merge with and into Chattem and the shares that are not tendered will be converted into the right to receive the same $93.50 per share in cash paid in the tender offer. The deal will enable Sanofi to enter the over-the-counter drugs market in the U.S. Chattanooga, Tennessee-based Chattem is a manufacturer and marketer of branded consumer healthcare products, toiletries and dietary supplements in the United States. The transaction is also expected to create the world's fifth-largest consumer healthcare company measured by product revenues, combining Chattem's strong presence in the U.S. and Sanofi's international presence. Sanofi-aventis added that it will file today a tender offer statement with the U.S. Securities and Exchange Commission or SEC, which will contain the details of the terms and conditions of the tender offer. Chattem also will file with the SEC a solicitation/ recommendation statement, setting forth in detail, among other things, the recommendation of Chattem's board of directors that Chattem shareholders accept the tender offer. Chattem's board has unanimously approved the transaction. SNY closed Friday's regular trading at $40.19 on the NYSE, while CHTT ended at $93.27 on the Nasdaq.
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