Sanofi-aventis Acquiring Chattem

PARIS & CHATTANOOGA, Tenn. Sanofi-aventis (NYSE:SNY) will acquire 100 percent of the outstanding shares of Chattem Inc. (NASDAQ:CHTT) in a cash tender offer for $93.50 per share, approximately $1.9 billion. The transaction will create the worlds fifth-largest consumer health care company measured by product revenues. The tender offer will commence in January 2010, and should close in the first quarter of 2010; Chattems board of directors has already unanimously approved the transaction.

Chattem is a leading manufacturer and marketer of branded consumer health care products, cosmeceuticals and dietary supplements, with brands including Gold Bond®, Icy Hot®, ACT®, Selsun Blue® and Unisom®. Sanofi-aventis plans to add to Chattems portfolio by converting its antihistamine Allegra® from a prescription medication in the United States to an over-the-counter (OTC) product.

Following the acquisition, the senior management at Chattem will lead the Sanofi-aventis U.S. consumer health division; Chattems existing manufacturing facilities will be maintained, with construction continuing on a third U.S. facility.