0001181431-11-023253.txt : 20110408 0001181431-11-023253.hdr.sgml : 20110408 20110408170041 ACCESSION NUMBER: 0001181431-11-023253 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110406 FILED AS OF DATE: 20110408 DATE AS OF CHANGE: 20110408 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENZYME CORP CENTRAL INDEX KEY: 0000732485 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061047163 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6172527500 MAIL ADDRESS: STREET 1: 500 KENDALL STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANOFI-AVENTIS CENTRAL INDEX KEY: 0001121404 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14680 FILM NUMBER: 11750170 BUSINESS ADDRESS: STREET 1: 174 AVENUE DE FRANCE CITY: PARIS STATE: I0 ZIP: 75013 BUSINESS PHONE: 33153774400 MAIL ADDRESS: STREET 1: 174 AVENUE DE FRANCE CITY: PARIS STATE: I0 ZIP: 75013 FORMER NAME: FORMER CONFORMED NAME: SANOFI SYNTHELABO SA DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GC Merger Corp. CENTRAL INDEX KEY: 0001501770 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14680 FILM NUMBER: 11750171 BUSINESS ADDRESS: STREET 1: C/O SANOFI-AVENTIS STREET 2: 270 ALABANY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 011 33 1 53 77 48 96 MAIL ADDRESS: STREET 1: C/O SANOFI-AVENTIS STREET 2: 270 ALABANY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 rrd308171.xml FORM 4 X0303 4 2011-04-06 0 0000732485 GENZYME CORP GENZ 0001121404 SANOFI-AVENTIS 174, AVENUE DE FRANCE PARIS I0 75013 FRANCE 0 0 1 0 0001501770 GC Merger Corp. 55 CORPORATE DRIVE BRIDGEWATER NJ 08807 0 0 1 0 Common Stock, $0.01 par value 2011-04-06 4 P 0 3947680 A 187986225 I By GC Merger Corp. Common Stock, $0.01 par value 2011-04-07 4 P 0 44891208 A 232877433 I By GC Merger Corp. Common Stock, $0.01 par value 2011-04-08 4 P 0 4435393 A 237312826 I By GC Merger Corp. Common Stock, $0.01 par value 2011-04-08 4 P 0 16245894 76.33 A 253558720 I By GC Merger Corp. Reflects shares purchased in an exchange offer. On April 6, 2011, these shares of Genzyme Corporation ("Genzyme") common stock were exchanged for cash and a contingent value right (each, a "CVR") pursuant to GC Merger Corp.'s ("Purchaser") offer to exchange each issued and outstanding share of Genzyme common stock for $74.00 in cash and one CVR. The closing price of Genzyme common stock on April 5, 2011 was $76.33. The shares are held by Purchaser. The Purchaser is a direct, wholly-owned subsidiary of sanofi-aventis ("Parent"). The shares may also be deemed to be indirectly beneficially owned by Parent. On April 7, 2011, these shares of Genzyme common stock were exchanged for cash and one CVR pursuant to Purchaser's offer to exchange each issued and outstanding share of Genzyme common stock for $74.00 in cash and one CVR. The closing price of Genzyme common stock on April 6, 2011 was 76.38. On April 8, 2011, these shares of Genzyme common stock were exchanged for cash and one CVR pursuant to Purchaser's offer to exchange each issued and outstanding share of Genzyme common stock for $74.00 in cash and one CVR. The closing price of Genzyme common stock on April 7, 2011 was 76.33. Reflects shares acquired by Purchaser pursuant to the exercise of the "top-up" option provided for in the Agreement and Plan of Merger, dated as of February 16, 2011 among Parent, Purchaser and Genzyme. /s/ SEE EXHIBIT 99.1 2011-04-08 EX-99.1 2 rrd276325_311854.htm EXHIBIT rrd276325_311854.html 
                                                                    EXHIBIT 99.1

                              SIGNATURES FOR FORM 4


                              SANOFI-AVENTIS

                              By: /s/ John Felitti
                                  ---------------------------------------------
                              Name:  John Felitti
                              Title: Associate Vice President, Corporate Law,
                                     Financial & Securities Law
                              Date:  April 8, 2011


                              GC Merger Corp.

                              By: /s/ Gregory Irace
                                  ---------------------------------------------
                              Name:  Gregory Irace
                              Title: President
                              Date:  April 8, 2011