Recommended Cash Offer for Acambis Plc by Sanofi Pasteur Holding

CAMBRIDGE, England, July 25, 2008--


Summary

• Sanofi Pasteur Holding (“Sanofi Pasteur”) and Acambis plc (“Acambis”) are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Acambis by Sanofi Pasteur.

• Under the terms of the Proposals, each Shareholder will receive 190 pence in cash for each Share held at the Scheme Record Time.

• The Offer Price represents:

- a premium of 65.2 per cent. to Acambis’ share price of 115 pence at the close of business on 24 July 2008, the last Business Day prior to the date of this announcement;

- a premium of 65.2 per cent. to 115 pence, the average of Acambis’ closing share prices over the last 60 trading days prior to the date of this announcement; and

- a premium of 65.2 per cent. to the price of 115 pence for the Placing and Open Offer.

• The Proposals value Acambis’ existing issued share capital at approximately £276 million.

• It is intended that the proposed Acquisition will be implemented by way of a Court sanctioned scheme

of arrangement under Part 26 of the 2006 Act.

• Sanofi-aventis has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and General Meeting and the other resolutions necessary to facilitate the implementation of the Scheme from the directors of Acambis who hold Shares in respect of their entire holdings of

Shares amounting, in aggregate, to 132,571 Shares representing approximately 0.09 per cent. of the existing issued share capital of Acambis.

• In addition, sanofi-aventis has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and General Meeting and the other resolutions necessary to facilitate the implementation of the Scheme from Invesco Asset Management Limited and Goldman Sachs International in respect of their entire holdings of Shares amounting, in aggregate, to 61,127,789

Shares representing approximately 42.01 per cent. of the existing issued share capital of Acambis.


Please see the attachment for more information.

Not for release, publication or distribution, in whole or in part, in or into or from Canada, Australia, New Zealand, South Africa or Japan, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Posted: July 2008


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