Sekisui enters asset purchase agreement to acquire Genzyme's Diagnostic products

Genzyme Corporation (Nasdaq: GENZ) today announced that it has entered into an asset purchase agreement under which Sekisui Chemical Co., Ltd. will acquire Genzyme's Diagnostic products business for $265 million in cash.

“This sale is part of our strategy to sharpen the company's focus and allocate our resources to key areas for our future growth such as manufacturing, our rare disease business, and our product pipeline.”

Under the terms of the agreement, Sekisui will purchase substantially all of the assets of the business, including diagnostic product lines and technologies. Sekisui has agreed to offer employment to the unit's approximately 575 employees upon closing, including senior management, and plans to maintain operations in all of the business's current locations. Completion of the acquisition is subject to certain conditions, including entering into related license, transition services and supply agreements, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The companies' goal is to close the transaction by the end of the year.

"With this transaction, we are continuing to execute on our plan to increase value for shareholders," said Henri A. Termeer, chairman and chief executive officer of Genzyme Corporation. "This sale is part of our strategy to sharpen the company's focus and allocate our resources to key areas for our future growth such as manufacturing, our rare disease business, and our product pipeline."

Genzyme announced in May that it would seek strategic alternatives for three business units as part of a five-part plan to increase shareholder value. The plan builds on the robust set of operational, organizational and board changes made over the past year to strengthen the company. In September, Genzyme announced the sale of Genzyme Genetics to Laboratory Corporation of America, and the company also plans to divest its Pharmaceuticals business unit. Proceeds from these transactions may be used to finance the second half of the company's $2 billion stock repurchase.

Genzyme's Diagnostics business provides critical raw materials and enzymes, clinical chemistry reagents, rapid tests and infectious disease products to manufacturers, clinical laboratories, distributors and health care providers. The business is focused on the cardiovascular, diabetes, renal, and infectious disease areas, and is a leading provider of HDL and LDL cholesterol tests. The business's 2009 revenue was $167 million.

The terms achieved with Sekisui meet the three foundational goals Genzyme established for divestitures: (1) to recognize the value of employees with appropriate treatment as part of the transaction, (2) to create a future for the businesses in which customers continue to be served well, and (3) to maximize value for Genzyme shareholders.

"Genzyme Diagnostics has worked with Sekisui as a valued partner for more than 15 years," Mr. Termeer continued. "This history ensures a level of continuity that will greatly benefit employees and customers. I am confident that Sekisui is the right strategic partner for Genzyme Diagnostics, and that in Sekisui's hands the business will continue to grow."

The business will be operated as part of Sekisui Medical Co., Ltd. which is a division of Sekisui Chemical. Sekisui Medical is based in Tokyo and is seeking to expand its global presence. Sekisui Medical has four businesses, which focus on diagnostic reagents, medical devices, pharmaceuticals and fine chemicals, and toxicology research.

Genzyme was advised by Credit Suisse and Goldman Sachs & Co on this transaction. The company's legal adviser was Ropes & Gray.