Sanofi made a $69-a-share tender offer Oct. 4, after Cambridge, Massachusetts-based Genzyme spurned that bid as too low and refused to negotiate. Genzyme no longer has a poison pill to dilute any stake Sanofi gains. It also changed its charter to re-elect all directors annually, making the board vulnerable to complete replacement by a majority shareholder.
Massachusetts law still provides a protection: it requires board approval even after a tender offer succeeds, said Mark Schoenebaum, an analyst with ISI Group Inc. Should Genzyme refuse to clear a deal, Sanofi couldn’t attempt to replace the directors until an annual meeting in mid-2011. That gives Genzyme time to show progress in fixing manufacturing defects that slashed drug sales, and to show the promise of up-and-coming experimental treatments, said Les Funtleyder, an analyst with Miller Tabak & Co.