Sanofi-Aventis has acquired a 24.876% stake in Zentiva via the purchase of a 19.634% stake from Warburg Pincus, a 4.507% stake from the management and employees of Zentiva and a 0.734% stake from certain former managers of Zentiva. Today’s deal delivers.
* A long-term relationship between two highly complementary organisations.
* Significant opportunities for value-creation by working together on an ‘arms-length’ basis.
*The continued personal commitment from Zentiva’s senior management
Prague and London, March, 27, 2006 – Zentiva N.V. (“Zentiva” or the “Company”), announces today that the Sanofi-Aventis Group (“Sanofi-Aventis”) has acquired 9,486,663 ordinary shares in the Company for a total consideration of approximately €430.3 million. As a result of this transaction Sanofi-Aventis has an approximate 24.876% stake in Zentiva making it the Company’s largest shareholder. Sanofi-Aventis acquired an approximate 19.634% stake from Warburg Pincus, representing all of Warburg Pincus’s remaining interest in Zentiva, a 4.507% stake from certain Zentiva managers and employees, representing approximately 43% of shares held by senior management and a 0.734% stake from certain former managers of Zentiva. Following the transaction, Zentiva’s senior management will continue to own approximately 5.896% of the Company and has agreed for a period of two years not to sell those remaining shares, subject to certain exceptions.
As a consequence of the transaction, Nick Lowcock and Lamberto Palla will resign as Directors B from the management board of the Company. Sanofi-Aventis intends to make a nomination for the appointment of two Directors B at an extraordinary general meeting of shareholders to be held on or before May 15, 2006.
Following today’s transaction Zentiva and Sanofi-Aventis have agreed to review opportunities to use further Zentiva’s skills and marketing presence in CEE. It will also look at ways to support the development of Zentiva’s business into new markets, by using Sanofi-Aventis’s pharmaceutical expertise and its much broader European presence.
Mr. Jiri Michal, Chairman and CEO of Zentiva, commenting on today’s announcement, said “We are delighted to announce that Sanofi-Aventis has become the Company’s largest shareholder. This transaction will allow us to create a long term relationship with Sanofi-Aventis, which will enable us to accelerate and support the growth of Zentiva in our core countries based on the strategy that we set out at the time of our IPO in June 2004. We have enjoyed an excellent relationship with Warburg Pincus and are proud of the value that we have created together for all of our shareholders; our new relationship with Sanofi-Aventis will build on this track-record and take Zentiva to the next level of our development.”
Mr. Nick Lowcock, a Partner of Warburg Pincus said: "Since our investment in Zentiva in 1998, the company has evolved into the leading supplier of branded generic pharmaceuticals in its core markets. We are extremely proud to have been associated with the success created by Jiri Michal and the rest of Zentiva's talented management team over the past eight years. Zentiva is an exemplar of Warburg Pincus' long-term, growth-oriented investment approach, focused on facilitating sustainable value creation. We are confident that, together with Sanofi-Aventis as the Company's largest shareholder, Zentiva is very well positioned to continue that success in the future."