The offer price represents a 14.6% premium to Zentiva’s April 30, 2008 closing price of CZK916 the last day before PPF Group made an announcement of its intended cash offer for Zentiva; and a 10.5% premium to PPF’s announced offer price of CZK950.
The competing bid will be subject to customary offer conditions, such as obtaining the required clearances from competition authorities. The bid will also be subject to a minimum tender condition such that upon closing of the competing bid Sanofi-aventis would hold over 50% of Zentiva’s shares and voting rights on a fully diluted basis. It is also intended that the competing bid be extended to shares held in the form of global depositary receipts (GDRs) mutatis mutandis.
In accordance with the laws of the Czech Republic, Sanofi-aventis will submit to the Czech National Bank a draft offer memorandum relating to the competing bid. Subject to the review of the Czech National Bank, Sanofi-aventis will commence the competing bid by publication of an offer memorandum containing its definitive terms and conditions.