Prague, London, October 1, 2008 – Today, Sanofi-Aventis’ wholly owned subsidiary (47 EUR, 3,95%) Europe officially announced its improved all-cash public offer of CZK 1,150 per share (the “Improved Offer”) to acquire all issued ordinary shares (including shares held in the form of global depositary shares) in the share capital of (1 126 CZK, 0,00%) N.V. (the “Company” or “Zentiva”).
Throughout the process initiated by the publication of the intention to make an offer for the Company by Anthiarose Limited on May 2, 2008, and continued by the publication of the intention to make an offer for the Company by Europe on June 18, 2008, the Board of Directors of (the “Board”) have met on a frequent basis both together and amongst themselves and by committee, including with their legal and financial advisers and discussed the progress of the process and the key decisions in connection therewith. In the process the Board has given due and careful consideration to the strategic, financial and social aspects and consequences of the Improved Offer and has reviewed other alternatives available to the Company.
On the basis of these considerations, the Board, excluding those members of the Board associated with Europe who have not taken part in deliberations regarding, and have received no information on, the Improved Offer, having received legal and financial advice, and taking into account the identity, certainty of financing and track record of Europe, certainty of execution, conditionality, the nature of the consideration, and the future plans of Europe with respect to the Company and its strategy, management, employees and other stakeholders, unanimously reached the conclusion that the Improved Offer is in the best interests of the Company, the shareholders and all other stakeholders of the Company.
The Board is of the opinion that the price being offered per ordinary share in the capital of the Company (including shares represented by global depositary shares) and the other terms of the Improved Offer are reasonable, in the best interest to the Company, and fair to the shareholders. In this respect, reference is made to the fairness opinion rendered by (25 USD, 15,00%) International dated September 19, 2008 which is available on the Company's website www.zentiva.cz (go to “Investors”). With reference to all of the above, the Board fully supports the Improved Offer and unanimously recommends that the Company's shareholders accept the Improved Offer and tender their shares in the Improved Offer.