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Sanofi-Aventis commences tender offer for Chattem news
11 January 2010

French pharma giant Sanofi-Aventis today said  that it had commenced the tender offer through its wholly-owned subsidiary, River Acquisition Corp., for all outstanding shares of common stock of publicly-listed Chattem, Inc for $93.50 per share. the price is net to the seller in cash.

The tender offer is being made pursuant to the Euronext and NYSE-listed Sanofi-Aventis's offer to purchase, and in keeping with its previously announced agreement and plan of merger, dated 20 December 2009, among Sanofi-aventis, River Acquisition Corp. and Chattem, Inc. (See: Sanofi-aventis to acquire Chattem for $1.9 billion)

The tender offer is scheduled to expire on 8 February midnight, and is connditional on Sanofi acquiring a majority of Chattem's shares calculated on a fully-diluted basis, as well as the receipt of regulatory approvals and other customary closing conditions.

In the event of a successful completion of the tender offer, Aanofi-Aventis' wholly-owned subsidiary, River Acquisition Corp., will merge with and into Chattem and the outstanding Chattem shares not tendered in the tender offer will be 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 US consumer healthcare market, which represents 25 per cent 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.

Chattem's board of directors has unanimously approved the transaction.





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Sanofi-Aventis commences tender offer for Chattem