The agreement leading to the improved offer was unanimously approved by the board of directors of Zentiva, and the board has recommended that Zentiva shareholders tender their shares to Sanofi-Aventis Europe.
Both the decisions to approve the agreement and to recommend the improved offer were taken without the participation of the two directors related to Sanofi-Aventis Europe. A fairness opinion has been provided by Merrill Lynch International which acted as financial advisor to Zentiva.
In support of the improved offer, Sanofi-Aventis Europe has received an irrevocable and unconditional undertaking from Jiri Michal to tender his Zentiva shares, representing approximately 3.4% of Zentiva’s share capital and voting rights on an undiluted basis, into the improved offer. Other members of Zentiva’s management have undertaken to tender their Zentiva shares representing in the aggregate an additional approximately 2.3% of Zentiva’s share capital and voting rights on an undiluted basis.
The agreement between Zentiva and Sanofi-Aventis Europe regarding implementation of the improved offer also includes a non-solicitation clause, matching rights, provisions relating to the termination of the agreement in certain circumstances, and a break fee of E25 million in the event that Zentiva withdraws its recommendation of the improved offer.