Sanofi-aventis Commences Tender Offer For All Outstanding Shares Of Chattem, Inc.

PARIS, Jan. 11 /PRNewswire-FirstCall/ -- Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) announced today the commencement of a tender offer through its wholly-owned subsidiary, River Acquisition Corp., for all outstanding shares of common stock of Chattem, Inc. (Nasdaq: CHTT) for $93.50 per share, net to the seller in cash, without interest and less any required withholding taxes.  The tender offer is being made pursuant to an Offer to Purchase, dated January 11, 2010, and in connection with the previously announced Agreement and Plan of Merger, dated December 20, 2009, among sanofi-aventis, River Acquisition Corp. and Chattem, Inc.

The tender offer is scheduled to expire at 12:00 midnight, New York City time, on February 8, 2010, unless the tender offer is extended.  The tender offer is conditioned on the tender of a majority of Chattem's shares calculated on a fully-diluted basis (as defined in the Agreement and Plan of Merger), as well as the receipt of certain regulatory approvals and other customary closing conditions.  Following the successful completion of the tender offer, sanofi-aventis' wholly-owned subsidiary, River Acquisition Corp., will merge with and into Chattem and the outstanding Chattem shares not tendered in the tender offer will be converted into the right to receive the same $93.50 per share in cash paid in the tender offer.

The transaction is a significant milestone in sanofi-aventis' transformational strategy.  By strengthening its presence in the U.S. consumer healthcare market, which represents 25 percent of the current worldwide opportunity, sanofi-aventis is further securing its position as a global, integrated healthcare company and building a significant platform for future growth.

Today, sanofi-aventis will file with the U.S. Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO, containing the Offer to Purchase, form of Letter of Transmittal and related tender offer documents, setting forth in detail the terms and conditions of the tender offer.  Chattem will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Chattem's Board of Directors that Chattem shareholders accept the tender offer and tender their shares to sanofi-aventis pursuant to the tender offer.  As previously disclosed, Chattem's Board of Directors has unanimously approved the transaction.