Sanofi-aventis and Merck animal health JV

Sanofi-aventis exercises its option to combine Merial with Intervet/Schering-Plough in a new equally-owned joint venture with Merck.

Sanofi-aventis and Merck & Co., Inc. announced that Sanofi-aventis has exercised its option to combine Merial with Intervet/Schering-Plough, Merck’s Animal Health business, to create a new global in animal health company.

The new joint venture will be equally-owned by Merck and Sanofi-aventis. The completion of the transaction is expected to occur in approx. the next 12 months following execution of final agreements, antitrust reviews and other customary closing conditions.

“The upcoming combination of Merial and Intervet/Schering-Plough is an exciting opportunity for Sanofi-aventis to create with Merck a leading company in the animal health strategic and growing sector,” said Christopher A. Viehbacher, CEO of Sanofi-aventis. “I am convinced that, together, we will create strong value in bringing broader and improved offerings in both pet and production animal segments.”

Richard T. Clark, Merck Chairman, President and CEO: “Merck has been in the animal health business for well over 6 decades and through this new joint venture we will bolster our diverse portfolio and create a new global competitor poised for growth... This new joint venture delivers on Merck's commitment to customer focus by creating one of the broadest portfolios of animal health products and services…. The planned joint venture will have an attractive geographical network of global technology and expertise to provide health solutions based on customers' needs, which often vary regionally.”

Enterprise value

The enterprise value of Merial has been fixed at $8 bln and the enterprise value of Intervet/Schering-Plough at $8.5 bln, leading to a true-up payment of $250 mln to Merck to establish a 50/50 joint venture.

An additional amount of $750 mln will be paid by Sanofi-aventis, as per the terms of the agreement signed on July 29, 2009.

5% global market growth

The worldwide animal health market reached $19 bln in 2008. Products for companion animals accounted for 40% of total sales while products for production animals accounted for the remaining 60% of total sales.

This market is expected to grow at around 5% per year over the next 5 years, driven by a growing demand for animal proteins, as well as a strong consumer needs for companion animal health care.

The companies said that both Merial and Intervet/Schering-Plough will continue to operate independently until the closing of the transaction.

About the partners

Sanofi-aventis, a global pharmaceutical company, discovers, develops and distributes therapeutic solutions to improve the lives of everyone. Sanofi-aventis is listed in Paris and in New York.

Intervet/Schering-Plough Animal Health, based in Boxmeer, the Netherlands, is focused on the research, development, manufacturing and marketing of animal health products.

The company offers customers a broad, innovative animal health portfolio, spanning products to support performance and to prevent, treat and control disease in all major farm and companion animal species.

Intervet/Schering-Plough Animal Health is a fully owned business unit of Merck & Co., Inc., based in Whitehouse Station NJ, USA.

Merial is a global, innovation-driven animal health company, providing a comprehensive range of products to enhance the health, well-being and performance of a wide range of animals.

The company employs approx. 5,700 people and operates in more than 150 countries worldwide. Formed in 1997, Merial was a 50/50 joint venture between Merck and Sanofi-aventis and is now a wholly-owned subsidiary of Sanofi-aventis, after Sanofi-aventis acquired Merck’s interest in Merial for a cash consideration of $4 bln (US) in 2009.

Natalie Berkhout

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