PARIS, Feb. 9 /PRNewswire-FirstCall/ -- Sanofi-aventis announced today that it has successfully completed its tender offer for all outstanding shares of common stock of Chattem, Inc. .
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 Depositary and Paying Agent for the tender offer is Computershare Trust Company, N.A., c/o Voluntary Corporate Actions, P.O. Box 43011, Providence, RI 02940-3011. The Dealer Manager for the tender offer is Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004. The Information Agent for the tender offer is MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016. The tender offer materials may be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc. or by calling toll-free at (800) 322-2885.
Important Additional Information
This release is neither an offer to purchase nor a solicitation of an offer to sell shares of Chattem. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, filed by River Acquisition Corp. and sanofi-aventis with the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2010. Chattem filed a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC on January 11, 2010. Sanofi-aventis and Chattem have mailed these documents to all Chattem shareholders of record. These documents, as they may be amended from time to time, contain important information about the tender offer and Chattem shareholders are urged to read them carefully before any decision is made with respect to the tender offer. The tender offer materials may be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, or by calling toll-free at (800) 322-2885, and may also be obtained at no charge at the website maintained by the SEC at www.sec.gov.
CONTACT: Media, Jean-Marc Podvin, Corporate Communications, +33 (1) 53 77
42 23 or Lisa Buffington, U.S. Communications, +1-908-981-6569, Investors,
Sebastien Martel, Corporate Investor Relations, +33 (1) 5377 4545, Felix
Lauscher, U.S. Investor Relations, +1-908-981-5560, all of Sanofi-aventis
Web site: http://www.sanofi-aventis.com/
