Sanofi-aventis in $7 Billion Benchmark SEC-Registered Bond Offering

March 29, 2011

Cleary Gottlieb acted as counsel to the underwriters in sanofi-aventis’ first SEC-registered bond offering. The bonds were issued in six tranches in an aggregate principal amount of $7 billion. The transaction, which priced on March 22 and closed on March 29, was lead-managed by BNP Paribas, BofA Merrill Lynch, J.P. Morgan and Société Générale.

Sanofi-aventis is a global pharmaceutical group engaged in the research, development, manufacture and marketing of healthcare products. Sanofi-aventis intends to use the proceeds of the offering to fund, in part, the consideration payable in respect of its acquisition of Genzyme Corporation, a Massachusetts corporation for which sanofi-aventis has made an SEC-registered offer to exchange each outstanding Genzyme share for cash and a contingent value right. Certain of the bonds include a special mandatory redemption clause in the event the Genzyme acquisition is not consummated prior to a certain date.