Sanofi Can Stretch Further to Secure Genzyme

We believe Sanofi-Aventis will be willing to increase its bid close to our $78 fair value estimate for Genzyme

Damien Conover, CFA 31 August, 2010 | 10:23AM
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Soon after Sanofi-Aventis made its acquisition bid for Genzyme public, Genzyme rejected the $69 per share all-cash bid valued at $18.5 billion. While we believe Sanofi initially wanted to pursue a friendly acquisition, Genzyme's management has apparently forced Sanofi to take its bid directly to the shareholders of Genzyme, which would represent a hostile bid. Despite Sanofi's stated commitment to a $69 per share bid, we believe the firm will be willing to increase its bid close to our $78 fair value estimate for Genzyme. Given the low-interest-rate environment and assuming relatively low cost synergies, Sanofi could stretch to $78 per share for Genzyme without the deal becoming dilutive. At that purchase price, our EUR 68 fair value estimate for Sanofi wouldn't change meaningfully.

The media has also surfaced other possible directions for Sanofi should the Genzyme deal fall apart, including privately held Bausch & Lomb, Allergan, Shire, and Celgene. Sanofi has relatively little exposure to the fast-growing eye-care business, but we think Bausch & Lomb relies too heavily on over-the-counter products and a commodity contact lens business to be attractive to Sanofi, and Allergan's device segment doesn't have any overlap or potential for synergies in Sanofi's current offerings. Celgene and Shire would offer better growth prospects that are more in keeping with Genzyme's, but Celgene's sheer size ($23 billion market capitalisation) could make it difficult for Sanofi to digest. In addition, we think shares of Shire--a key competitor to Genzyme--already incorporate optimistic growth expectations. We would be surprised to see Sanofi walk away from negotiations with Genzyme, especially in a way that displays so little flexibility for negotiation. We still see the potential for a second bidder, such as cash-heavy biotech Amgen, to emerge in the coming weeks. Given the timing of other acquisitions--such as Eli Lilly's acquisition of ImClone--we think a deal could get done in September or October.

Damien Conover, CFA is a senior equity analyst with Morningstar. Karen Andersen, CFA, contributed to this note.

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Damien Conover, CFA  is an equity analyst and associate director at Morningstar.

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