UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 29)
GENZYME CORPORATION
(Name of Subject Company)
GENZYME CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
372917104
(CUSIP Number of Common Stock)
Peter Wirth
Executive Vice President
Genzyme Corporation
500 Kendall Street
Cambridge, Massachusetts 02142
(617) 252-7500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
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| Paul M. Kinsella
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Andrew R. Brownstein |
| Ropes & Gray LLP
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Wachtell, Lipton, Rosen & Katz |
| Prudential Tower
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51 West 52nd St |
| 800 Boylston Street
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New York, New York 10019 |
| Boston, Massachusetts 02199
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(212) 403-1000 |
| (617) 951-7000 |
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
This Amendment No. 29 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 originally filed by Genzyme Corporation, a Massachusetts corporation (the
“Company” or “Genzyme”), with the Securities and Exchange Commission (the “SEC”) on October 7, 2010
(as previously amended, the “Schedule 14D-9”), relating to the tender offer by GC Merger Corp., a
Massachusetts corporation (“Offeror”) and wholly-owned subsidiary of Sanofi-Aventis, a French
société anonyme (“Sanofi”), to purchase all of the outstanding shares of the Company’s common
stock, par value $.01 per share (the “Shares”), upon the terms and subject to the conditions set
forth in the Offer to Purchase, originally dated October 4, 2010, as amended (the “Offer to
Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase,
and as amended or supplement from time to time, constitutes the “Offer”), originally included as
Exhibits (a)(1)(A) and (a)(1)(B) to the Tender Offer Statement on Schedule TO (as amended or
supplemented from time to time, the “Schedule TO”) filed by Sanofi and Offeror with the SEC on
October 4, 2010. Capitalized terms used but not defined in this Amendment shall have the meanings
ascribed to them in the Schedule 14D-9 filed on October 7, 2010 and any amendments thereto.
Item 8. Additional Information.
1. Item 8 is hereby amended and supplemented by amending and restating the last paragraph under the
heading “(d) Litigation – State Cases” with the following:
“On March 24, 2011, the plaintiffs in the Consolidated State Action filed an emergency motion
for a preliminary injunction to “escrow a portion of the acquisition proceeds for the payment of
plaintiffs’ counsel’s attorneys’ fees and expenses.” A copy of this motion was previously filed as
Exhibit (a)(52) to the Schedule 14D-9. In this motion, the plaintiffs sought to have the court
require that $1.9 million of the amounts otherwise payable to Company shareholders be placed in an
escrow account pending a hearing on a purportedly forthcoming application by the plaintiffs for an
award of attorneys’ fees and expenses. The foregoing description of this motion is qualified in its
entirety by reference to Exhibit (a)(52) to the Schedule 14D-9. A hearing on this motion was held
on March 29, 2011 and on March 30, 2011 the court denied the plaintiffs’ motion for preliminary
injunction.”
2. Item 8 is hereby amended and supplemented by adding the following after the last paragraph under
the heading “(d) Litigation”:
“The Company does not expect litigation to delay the consummation of the Revised Offer.”