financing issues in mergers

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Update on Genzyme and BHP Billiton AcquisitionsOctober 22, 2010

FINANCING ISSUES IN MERGERS & ACQUISITIONS

http://www.marketwatch.com/story/bhp-could-sell-33-bln-of-assets-in-potash-deal-2010-10-21

By David Fickling

SYDNEY (MarketWatch) -- BHP Billiton Ltd. /quotes/comstock/13*!bhp/quotes/nls/bhp (BHP 80.77, -0.04, -0.05%) could divest US$31 billion-US$33 billion worth of assets as part of a broader restructuring prompted by an acquisition of Potash Corp. of Saskatchewan Inc./quotes/comstock/13*!pot/quotes/nls/pot (POT 143.18, +0.09, +0.06%) , Deutsche Bank analystssaid Friday.

In a note, the brokers argued that BHP could sell off its Nickel West venture, the third-largest producer of the metal, as well as coal assets in South Africa and the U.S., Canada's EKATIdiamond mine, and South African mineral sands producers and aluminum smelters.

Potash Corp.'s own nitrogen and phosphate assets could also be sold off, along with equityinvestments, analyst Paul Young argued.

"Whilst the potential acquisition of Potash Corp. would in itself change the face of BHP, thismay be the start of a broader restructuring process. It would add a fourth pillar to the company'scurrent ferrous, non-ferrous and energy portfolio," he wrote.

BHP is borrowing US$45 billion from a consortium of 25 banks to fund its net US$39 billion bidfor Potash Corp., which has attracted opposition from the provincial government of Saskatchewan but must ultimately be approved by Canada's federal government.

Potash Corp. is currently trading around 10% above BHP's US$130 a share offer price, last atUS$143 in after hours trading Thursday.

The divestments could reduce that debt level below US$10 billion, Deutsche said, and improveoperating profit margins by 6%-7%.

The broker sees the potential divestments as smaller and with less growth potential: "The

simplification of the group's portfolio into fewer divisions with larger assets would ... facilitate better management focus."

Deutsche Bank estimates that BHP's 2012 fiscal year earnings before interest, tax, depreciationand amortisation would consist of 41% steelmaking materials, 29% base metals and diamonds,23% petroleum and energy coal, and 6% potash.

At present, steelmaking accounts for 39% of underlying EBITDA, 31% base metals anddiamonds and 30% petroleum and energy coal.



http://www.tradingmarkets.com/news/stock-alert/genz_sanofi-aventis-receives-regulatory-approval-to-acquire-genzyme-1247391.html

Sanofi-Aventis receives regulatory approval to acquire Genzyme

Posted on: Thu, 21 Oct 2010 14:14:56 EDT

Symbols: GENZ Oct 21, 2010 (Datamonitor Financial Deals Tracker via COMTEX) --

Update on October 20, 2010:Sanofi-Aventis S.A., a France-based pharmaceutical company, has announced that the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, applicableto Sanofi-Aventis' proposed acquisition of Genzyme Corporation, a US-based biotechnologycompany, has expired.

Update on October 4, 2010:

Sanofi-Aventis has commenced a tender offer to acquire all outstanding shares of common stock of Genzyme.

The offer is scheduled to expire on December 10, 2010.

Update on August 30, 2010:The Board of Directors of Genzyme has rejected unsolicited, non-binding takeover proposalfrom Sanofi-Aventis.

The Board believes that the offer substantially undervalues the company.

Announcement (August 29, 2010):Sanofi-Aventis has submitted a non-binding proposal to acquire all the outstanding shares of Genzyme in an all-cash transaction valued at approximately $18,500 million.

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 theone-month historical average share price through July 22, 2010, the day prior to pressspeculation that Sanofi-Aventis had made an approach to acquire Genzyme.Sanofi-Aventis has secured financing for its offer.

Update on July 29, 2010:According to The Economic Times, sources reported that Sanofi-Aventis is likely to make aformal offer to acquire Genzyme.

Sanofi-Aventis may make an offer of up to $70 per share for Genzyme, which would value thecompany's equity at about $18,600 million.

Rumor (July 24, 2010):



According to The Wall Street Journal, Sanofi-Aventis is planning to acquire Genzyme. Based onthe market capitalization the transaction is valued at approximately $14,000 million.Evercore Partners and J.P. Morgan are acting as financial advisors, while Weil, Gotshal &Manges LLP is acting as legal advisor to Sanofi-Aventis. Credit Suisse Securities (USA) LLCand Goldman, Sachs & Co. are acting as financial advisors, while Wachtell, Lipton, Rosen &

Katz LLP and Ropes & Gray LLP are acting as legal advisors to Genzyme.

Deal Value US$ 18.50 billionDeal Type AcquisitionSub-Category 100% AcquisitionDeal Status Announced: 2010-08-29Deal Participants

y Target (Company) Genzyme Corporation

y Acquirer (Company) Sanofi-Aventis S.A.Deal Rationale

y The transaction will enhance Sanofi-Aventis' sustainable growth strategy.

Bid Premium ($ per share) 2.04

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