Acambis PLC: Offer by Sanofi Pasteur Holdi | Company Announcements

Friday 25 July, 2008

Acambis PLC

Offer by Sanofi Pasteur Holdi

RNS Number : 9501Z

Acambis PLC

25 July 2008

OFFER FOR ACAMBIS PLC

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.

25 July 2008

Recommended cash offer for
Acambis plc

by Sanofi Pasteur Holding

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.
The directors of Acambis, who have been so advised by Goldman Sachs International, consider the terms of the Proposals to be fair and reasonable. In providing its financial advice, Goldman Sachs International has taken into account the commercial assessments of the directors of Acambis. Accordingly, the directors of Acambis intend unanimously to recommend to Shareholders to vote in favour of the Scheme at the Court Meeting and General Meeting and the other resolutions necessary for the implementation of the Scheme as they have irrevocably undertaken to do in respect of their own Shares (representing, in aggregate, approximately 0.09 per cent. of the existing issued share capital of Acambis).
It is expected that the Scheme Document will be posted to Shareholders in early August 2008 and that the Scheme will become effective by the end of September 2008, subject to satisfaction of the Conditions set out in Appendix 1 of this announcement.

Commenting on the Proposals, Wayne Pisano, Chairman, President and Chief Executive Officer of Sanofi Pasteur, said:

'We are delighted that the board of Acambis has agreed to unanimously recommend our proposed acquisition. This mutually beneficial acquisition is a logical step building upon Sanofi Pasteur and Acambis' decade long partnership on key projects to develop and market vaccines of the future. Acambis' skilled workforce of individuals who share our passion for vaccines and prevention of diseases will contribute to our future success. We look forward to welcoming them into Sanofi Pasteur's innovation driven organisation.'

Commenting on the Proposals, Dr Peter Fellner, Chairman of Acambis, said:

'Since Acambis appointed its new management team in early 2007, the company has made a series of important advances, both in progressing its pipeline of innovative vaccines through the clinic and in securing its mid-term financial position. Sanofi Pasteur, which has had a long and successful partnership with Acambis, also recognises the recent advances achieved by Acambis, leading it to make this offer at a substantial premium. Sanofi Pasteur, which is one of the world's largest vaccines companies, will benefit strategically not only from Acambis' pipeline and technologies, but also from its significant US-based R&D and manufacturing infrastructure.'

Acambis is a vaccines company, developing novel vaccines that address significant unmet medical needs or substantially improve upon current standards of care.

Acambis' product portfolio includes:

a licensed smallpox vaccine, ACAM2000®, for which it has a contract with the US government;
three late- and mid-stage programmes partnered with Sanofi Pasteur for the development and commercialisation of vaccines against Japanese Encephalitis, dengue and West Nile virus; and
early-stage proprietary programmes targeting potentially significant markets in the fields of
C. difficile, influenza and genital herpes.

This summary should be read in conjunction with the attached announcement and the Appendices. Appendix 1 sets out the Conditions and principal further terms of the Proposals. Appendix 2 contains source notes relating to certain information contained in this announcement. Appendix 3 contains details of the irrevocable undertakings which Sanofi Pasteur has obtained. Certain terms used in this announcement are defined in Appendix 4 to this announcement.

Enquiries:

Morgan Stanley & Co. Limited (financial adviser to Sanofi Pasteur and sanofi-aventis) Philip Apostolides Thomas Sheehan	Telephone: +44 20 7425 8000
Acambis plc Dr Peter Fellner Ian Garland Elizabeth Jones Lyndsay Wright	Telephone: +44 1223 275 300
Goldman Sachs International (financial adviser to Acambis) Guy Slimmon Nimesh Khiroya	Telephone: +44 20 7774 1000
JPMorgan Cazenove (joint corporate broker to Acambis) John Muncey James Mitford	Telephone: +44 20 7588 2828
Piper Jaffray (joint corporate broker to Acambis) Neil Mackison Jamie Adams	Telephone: +44 20 3142 8700
Brunswick (PR adviser to Acambis) Jon Coles Justine McIlroy	Telephone: +44 20 7404 5959

This announcement is not intended to and does not constitute an offer or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposals or otherwise. The Proposals will be made solely through the Scheme Document, which will contain the full terms and conditions of the Proposals, including details of how to vote in respect of the Proposals. Any approval or other response to the Proposals should be made only on the basis of the information in the Scheme Document. Shareholders are strongly advised to read the formal documentation in relation to the Proposals once it has been despatched.

Morgan Stanley & Co. Limited is acting exclusively for Sanofi Pasteur and sanofi-aventis and no one else in connection with the Proposals and this announcement and will not be responsible to anyone other than Sanofi Pasteur and sanofi-aventis for providing the protections afforded to clients of Morgan Stanley & Co. Limited nor for providing advice in connection with the Proposals or any matter referred to in this announcement.

Goldman Sachs International, which is authorised and regulated in the UK by the FSA, is acting exclusively for Acambis and no one else in connection with the Proposals and this announcement and will not be responsible to anyone other than Acambis for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with the Proposals or any matter referred to in this announcement.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of that jurisdiction.

Notice to US shareholders

For US securities law purposes, the offer described in this announcement will be made for the securities of a foreign company by means of a scheme of arrangement under Part 26 of the 2006 Act. The offer is subject to disclosure and procedural requirements of a foreign country that are different from those which would apply in the United States. Financial statements relating to Acambis and Sanofi Pasteur included or incorporated in the Scheme Document will be prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under United States federal securities laws, since Acambis is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue Acambis or its officers or directors in a foreign court for violations of the US securities laws. It may be difficult to compel Acambis and its affiliates to subject themselves to a US court's judgment. This document has not been reviewed by any federal or state securities commission or regulatory authority in the United States, nor has any such commission or authority passed upon the accuracy or adequacy of this document. Any representation to the contrary is unlawful and may be a criminal offence.

This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking statements' concerning Sanofi Pasteur and Acambis. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'expects', 'intends', 'anticipates' or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. Sanofi Pasteur and Acambis assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Acambis, all 'dealings' in any 'relevant securities' of Acambis (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30pm (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Scheme becomes effective or the offer lapses or is otherwise withdrawn or the date on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Acambis, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Acambis by Acambis or Sanofi Pasteur, or by any of their respective 'associates' must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the 'ownership' or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

Rule 2.10

In accordance with Rule 2.10 of the Code, Acambis confirms that it has 145,505,287 ordinary shares of 10 pence each in issue and admitted to the Official List and traded on the main market for listed securities of the London Stock Exchange under the ISIN GB 0006941792.

PRESS ANNOUNCEMENT

25 July 2008

Recommended cash offer for
Acambis plc

by Sanofi Pasteur Holding

1. Introduction

Sanofi Pasteur and 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.

Sanofi Pasteur and Acambis have enjoyed a long and successful relationship for more than ten years and have partnership agreements relating to three of Acambis' five key vaccine development programmes.

The proposed Acquisition combines Acambis' pipeline of innovative infectious disease vaccines, proven vaccine development expertise and US-based manufacturing operations with Sanofi Pasteur's financial strength and worldwide vaccine commercialisation infrastructure.

2. Summary of the Proposals

It is intended that the Acquisition will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the 2006 Act.

Under the terms of the Scheme, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions that will be set out in the Scheme Document, Shareholders holding Scheme Shares at the Scheme Record Time will receive:

for each Scheme Share 190 pence in cash

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

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.

3. Background to and reasons for the Proposals

Sanofi Pasteur has enjoyed a long and successful partnership with Acambis over the last ten years. The Acquisition provides Acambis with access to the expertise and resources of one of the world's leading global vaccines business. It provides Sanofi Pasteur with the opportunity to develop a product line complementary to its existing portfolio and to benefit from the continued contribution from Acambis' key personnel.

Sanofi Pasteur will work to ensure that key vaccines developed by Acambis and Sanofi Pasteur, such as vaccines against Japanese Encephalitis and West Nile virus, reach the market in the coming years, answering global health needs. Integration of Acambis' vaccines into the Sanofi Pasteur product range and pipeline will further strengthen Sanofi Pasteur's position as a vaccine leader with the industry's broadest range of existing vaccines and vaccines in development.

Acambis' research capabilities will also feed potential future growth and strengthen Sanofi Pasteur's research pipeline with projects such as the only vaccine in development against C. difficile, the developed world's most common cause of hospital-acquired infection and a universal influenza vaccine approach based on M2 (a protein on the surface of influenza virus) against all 'A' strains of the influenza virus. This vaccine has the potential to be part of the seasonal vaccination programme and pandemic preparedness programme.

4. Recommendation

The Board, who have been so advised by Goldman Sachs International, consider the terms of the Proposals to be fair and reasonable. In providing its financial advice, Goldman Sachs International has taken into account the commercial assessments of the directors of Acambis. Accordingly, the directors of Acambis intend unanimously to recommend to Shareholders to vote in favour of the Scheme at the Court Meeting and General Meeting and the other resolutions necessary for the implementation of the Scheme as they have irrevocably undertaken to do in respect of their own Shares (representing, in aggregate, approximately 0.09 per cent. of the existing issued share capital of Acambis).

5. Background to and reasons for the recommendation

Since May 2007 when the Board of Acambis appointed a new management team, Acambis has successfully delivered a range of important advances. The most notable of these were finalising a $425 million, ten-year contract with the US Government for Acambis' ACAM2000® smallpox vaccine and signing an $80 million partnership agreement with Sanofi Pasteur for development and commercialisation of Acambis' ChimeriVax™-West Nile vaccine.

In May 2008, Acambis secured its medium-term financial position by raising £40 million (net of expenses) in the Placing and Open Offer priced at 115 pence per share. This was intended to fund Acambis through to two value inflection points in 2010: publication of data from a proof-of-concept trial with its ACAM-CDIFF vaccine; and achieving dose delivery-related revenues from its US Government contract for ACAM2000®.

The Board, therefore, was able to assess Sanofi Pasteur's offer from a position of financial and operational strength. The Board believes the offer is fair and reasonable and that the Proposals should be recommended to Shareholders. In reaching this conclusion, the Board has taken into account the risks associated with value drivers tied to early-stage programmes and the current climate in both the financial markets and, in particular, the UK biotechnology sector.

6. Conditions

The implementation of the Proposals is subject to a number of Conditions, further details of which are set out in Appendix 1 to this announcement. In particular, the Proposals are subject to no member of the wider Acambis Group having entered into any arrangements or agreements with third parties which involve licensing two of Acambis' key projects which are not currently subject to any partnering arrangements (ACAM-CDIFF™ and ACAM-FLU-A™) or other similar arrangements in relation to those projects.

7. Irrevocable undertakings

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 all of 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.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

8. Financing the Acquisition

Morgan Stanley & Co. Limited confirms that it is satisfied that the necessary financial resources are available to Sanofi Pasteur to enable it to satisfy in full the consideration payable under the terms of the Proposals. Full implementation of the Proposals would result in consideration of approximately £285.6 million being payable to Scheme Shareholders and the participants in the Acambis Share Schemes.

9. Information on sanofi-aventis and Sanofi Pasteur

Sanofi-aventis is a global pharmaceutical company engaged in the research, development, manufacture and marketing of healthcare products. Sanofi-aventis is listed on Paris Euronext and on the New York Stock Exchange.

In 2007, sanofi-aventis' net sales amounted to €28,052 million, which made it the fourth largest pharmaceutical group in the world and the largest pharmaceutical group in Europe (by sales). sanofi-aventis is present in more than 100 countries on five continents with around 100,000 employees worldwide (as at the end of 2007). Sanofi-aventis' business includes two main activities: pharmaceuticals and, through Sanofi Pasteur, human vaccines.

Sanofi Pasteur is a major player in the vaccines industry, with net sales of €2,778 million in 2007 and with leading vaccines in five areas: pediatric combination vaccines; influenza vaccines; adult and adolescent booster vaccines; meningitis vaccines; and travel, endemic and measles mumps and rubella vaccines. It provided more than 1.6 billion doses of vaccine in 2007, making it possible to immunise more than 500 million people across the globe. Sanofi Pasteur's heritage dates back more than a century and it is the largest company (by sales) entirely dedicated to vaccines.

Sanofi Pasteur Holding is a wholly owned subsidiary of sanofi-aventis and the parent company of the sanofi-aventis Group's vaccines division.

10. Information on Acambis

Acambis is a vaccines company, developing novel vaccines that address significant unmet medical needs or substantially improve upon current standards of care.

Acambis' product portfolio includes:

a licensed smallpox vaccine, ACAM2000®, for which it has a contract with the US government;
three late- and mid-stage programmes partnered with Sanofi Pasteur for the development and commercialisation of vaccines against Japanese Encephalitis, dengue and West Nile virus; and
early-stage proprietary programmes targeting potentially significant markets in the fields of
C. difficile, influenza and genital herpes.

Acambis employs approximately 200 people in the research, development and manufacture of vaccines. Its US headquarters are based in Cambridge, MA, from where its runs its research, development and clinical operations, and its administrative support functions. It has a manufacturing facility in Canton, MA that is equipped for bulk production and purification of viral vaccines. In Rockville, MD, it has a lyophilisation and fill/finish facility. Acambis' headquarters in Cambridge, UK, currently employs around 15 people.

11. Management and employees

Sanofi Pasteur attaches great importance to the skills and experience of Acambis' management team and employees which have successfully licensed its ACAM2000® smallpox vaccine and taken its ChimeriVax-JE vaccine through to completion of Phase 3 trials.

Sanofi Pasteur has given assurances to the Board of Acambis that the existing employment rights of Acambis' employees will be fully safeguarded upon the completion of the Proposals and that it will comply with Acambis' pension obligations.

12. Acambis Share Schemes

Appropriate proposals will be made to participants in the Acambis Share Schemes in due course (including (where possible) a cashless exercise facility). Details of these proposals will be set out in separate letters to be sent to participants in the Acambis Share Schemes.

13. Implementation Agreement

Sanofi Pasteur and Acambis have entered into an Implementation Agreement, which contains certain assurances in relation to the implementation of the Scheme and the conduct of business prior to the Effective Date or the termination of the Implementation Agreement. Further information regarding this agreement will be set out in the Scheme Document.

Under the Implementation Agreement, Acambis has agreed to pay Sanofi Pasteur a fee equal to one per cent. of the value of Acambis (calculated by reference to the Offer Price and the fully diluted share capital of Acambis) if any of the following occur:

an alternative proposal is announced and such alternative proposal subsequently becomes or is declared unconditional in all respects or is otherwise completed or effective; or
the directors of Acambis:

(i) fail to unanimously and without qualification recommend the Scheme (or, if the Acquisition is to be implemented by way of takeover offer, the Offer);

(ii) withdraw, modify or adversely qualify or amend, their recommendation; or

(iii) do not seek the Scheme Court Order or the Reduction Court Order, or, having sought the Scheme Court Order or Reduction Court Order, or having obtained them fail to file them with the Registrar of Companies,

and thereafter the Scheme or the Offer (as applicable) lapses, is withdrawn, terminates, otherwise fails or (with the consent of the Panel) is not made or does not proceed.

14. Disclosure of interests in Acambis

As at the date of this announcement neither Sanofi Pasteur, nor any of the directors of Sanofi Pasteur, nor, so far as Sanofi Pasteur is aware, any person acting in concert with Sanofi Pasteur has any interest in or right to subscribe for any relevant Acambis securities.

15. Structure of the Proposals

It is intended that the Acquisition will be implemented by means of a Court sanctioned scheme of arrangement between Acambis and its shareholders under Part 26 of the 2006 Act.

The Scheme will be subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to be included in the Scheme Document. In particular, to become effective, the Scheme requires the approval of Scheme Shareholders by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number present and voting at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares which are voted at the Court Meeting (or any adjournment thereof).

In addition, to become effective, the Scheme also requires the passing at the General Meeting of certain resolutions which are necessary to implement the Scheme. These resolutions are in respect of, inter alia:

the cancellation of the Scheme Shares held by the Scheme Shareholders and the approval of the issue of new Shares to Sanofi Pasteur (and/or its nominee(s)) in accordance with the Scheme; and
the amendment of the Acambis articles of association to ensure that the Shares issued under the Acambis Share Schemes will be subject to the Scheme or, if issued following the Scheme Record Time, will be automatically transferred to Sanofi Pasteur on the same terms as under the Scheme.

These resolutions require the approval of Shareholders representing at least 75 per cent. of the votes cast at the General Meeting, which will be held immediately after the Court Meeting.

Following the Court Meeting and the General Meeting, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court, and will only become effective on delivery to the Registrar of Companies of:

a copy of the Scheme Court Order sanctioning the Scheme; and
a copy of the Reduction Court Order,

and in the case of the Reduction Court Order, it being registered by the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

The Scheme will contain a provision for Acambis to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. Acambis has been advised that it is unlikely that the Court would impose any condition to the Scheme that might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed in advance.

As at 24 July 2008, the last Business Day prior to the date of this announcement, Sanofi Pasteur did not own or control any Shares. It is intended that, in the period after the General Meeting and before the Court hearing to sanction the Scheme, Sanofi Pasteur will acquire at least one Share which will mean that Sanofi Pasteur will be a member of Acambis on the Effective Date and accordingly there will be no requirement under section 103 of the 1985 Act for an independent valuation of the new Shares to be allotted to Sanofi Pasteur under the Scheme.

Further details of the Scheme will be will be contained in the Scheme Document which it is expected will be posted to Shareholders in early August 2008. It is expected that the Scheme will become effective by the end of September 2008, subject to satisfaction of the Conditions set out in Appendix 1 to this announcement. Further details on the timetable for the implementation of the Scheme will be set out in the Scheme Document.

16. Delisting and re-registration

It is intended that application will be made to the London Stock Exchange for Shares to cease to be admitted to trading on its main market for listed securities and to the UK Listing Authority for the listing of Shares on the Official List to be cancelled, in each case to take effect on the Effective Date.

On the Effective Date, share certificates in respect of the Shares will cease to be valid and should be destroyed. In addition, entitlement to Shares held within the CREST system will be cancelled on the Effective Date. It is intended that, shortly after the Scheme becomes effective, Acambis will be re-registered as a private limited company.

17. General

Sanofi Pasteur reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of an Offer for the issued and to be issued share capital of Acambis as it may determine in its absolute discretion.

The directors of Acambis have confirmed that, in the event that the Acquisition is implemented by way of an Offer, it is their intention that the Board of Acambis would recommend, on a unanimous and unqualified basis, that Shareholders accept the offer except to the extent that the directors of Acambis determine in good faith (having taken appropriate legal and financial advice) that such unanimous and unqualified recommendation should not be given or should be withdrawn or modified in compliance with their fiduciary duties or their duties under the City Code.

The Proposals are subject to the Conditions and certain further terms set out in Appendix 1 and the further terms and conditions set out in the Scheme Document when issued.

The bases and sources of certain financial information contained in this announcement are set out in Appendix 2.

Appendix 3 contains details of the irrevocable undertakings which sanofi-aventis has obtained.

Certain terms used in this announcement are defined in Appendix 4.

Enquiries:

Morgan Stanley & Co. Limited (financial adviser to Sanofi Pasteur and sanofi-aventis) Philip Apostolides Thomas Sheehan	Telephone: +44 20 7425 8000
Acambis plc Dr Peter Fellner Ian Garland Elizabeth Jones Lyndsay Wright	Telephone: +44 1223 275 300
Goldman Sachs International (financial adviser to Acambis) Guy Slimmon Nimesh Khiroya	Telephone: +44 20 7774 1000
JPMorgan Cazenove (joint corporate broker to Acambis) John Muncey James Mitford	Telephone: +44 20 7588 2828
Piper Jaffray (joint corporate broker to Acambis) Neil Mackison Jamie Adams	Telephone: +44 20 3142 8700
Brunswick (PR adviser to Acambis) Jon Coles Justine McIlroy	Telephone: +44 20 7404 5959

Overseas jurisdictions

Notice to US shareholders

Dealing disclosure requirements

Rule 2.10

APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE PROPOSALS

Part A: Conditions of the Proposals

1. The Proposals will be conditional upon the Scheme becoming unconditional and becoming effective by not later than 23 October 2008, or such later date (if any) as Sanofi Pasteur and Acambis may agree and the Court may allow. The Scheme will be conditional upon:

(a) its approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders (or the relevant class or classes thereof), present and voting, either in person or by proxy, at the Court Meeting or at any adjournment of any such meeting;

(b) all resolution(s) necessary to approve and implement the Scheme being passed by the requisite majority or majorities at the General Meeting of Acambis or at any adjournment of that meeting; and

(c) the sanction of the Scheme and the confirmation of the Capital Reduction by the Court (in either case, with or without modifications, but subject to such modification being acceptable to Sanofi Pasteur and Acambis) and

(i) the delivery of an office copy of each of the Scheme Court Order and the Reduction Court Order and of the minute confirming the Capital Reduction to the Registrar of Companies; and

(ii) the registration of the Reduction Court Order and of the Minute by the Registrar of Companies.

2. In addition, Sanofi Pasteur and Acambis have agreed that the Scheme will be conditional upon the following conditions and, accordingly, the necessary actions to make the Proposals effective will not be taken unless the following conditions (as amended if appropriate) have been satisfied or, where relevant, waived prior to the Court's sanction of the Scheme being sought:

(a) no member of the wider Acambis Group having entered into any arrangements or agreements with third parties which (i) involves licensing ACAM-CDIFF™ and/or ACAM-FLU-A™ or (ii) constitutes a partnership, joint venture, collaboration, development agreement, marketing agreement or a project or arrangement of a similar nature in relation to ACAM-CDIFF™ and/or ACAM-FLU-A;

(b) without limitation to conditions 2(c) and 2(d), all filings having been made and all waiting periods (and any extensions thereof) having expired or been terminated in relation to the Proposals pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) of the United States of America and no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition that makes illegal or prevents the consummation of the transactions contemplated by the Proposals being in effect;

(c) save to the extent: (A) arising under any agreement, arrangement, licence, permit or other instrument the terms of which have been made available for inspection by Sanofi Pasteur or otherwise fairly disclosed in writing to Sanofi Pasteur by Acambis prior to the date of this Announcement; or (B) arising under any other agreement, arrangement, licence, permit or instrument, which has been disclosed to the sanofi-aventis Group by the Acambis Group in the conduct of business between such groups prior to the date of this announcement, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the wider Acambis Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Proposals or the proposed acquisition of any shares or other securities in Acambis or because of a change in the control or management of Acambis or otherwise, could or might reasonably be expected to result in to an extent which is material and adverse in the context of the wider Acambis Group as a whole:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the wider Acambis Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this paragraph (a);

(d) save as may arise under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) of the United States of America, no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a 'Third Party') having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the wider sanofi-aventis Group or any member of the wider Acambis Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the wider sanofi-aventis Group or the wider Acambis Group in either case taken as a whole;

(ii) require, prevent or delay the divestiture by any member of the wider sanofi-aventis Group of any shares or other securities in Acambis;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the wider sanofi-aventis Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the wider Acambis Group or the wider sanofi-aventis Group or to exercise management control over any such member;

(iv) otherwise adversely affect the business, assets, profits or prospects of any member of the wider sanofi-aventis Group or of any member of the wider Acambis Group in a manner which is adverse to and material in the context of the sanofi-aventis Group or the Acambis Group in either case taken as a whole;

(v) make the Proposals or their implementation or the acquisition or proposed acquisition by Sanofi Pasteur or any member of the wider sanofi-aventis Group of any shares or other securities in, or control of Acambis void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

(vi) require any member of the wider sanofi-aventis Group or the wider Acambis Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the wider Acambis Group or the wider sanofi-aventis Group owned by any third party;

(vii) impose any limitation on the ability of any member of the wider Acambis Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to and material in the context of the group concerned taken as a whole; or

(viii) result in any member of the wider Acambis Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Proposals or the acquisition or proposed acquisition of any Shares having expired, lapsed or been terminated;

(e) save as may arise under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) of the United States of America (in respect of which condition 2(b) shall apply), all necessary filings or applications having been made in connection with the Proposals and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Proposals or the acquisition by any member of the wider sanofi-aventis Group of any shares or other securities in, or control of, Acambis and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Sanofi Pasteur or the proposed acquisition of any shares or other securities in, or control of, Acambis by any member of the wider sanofi-aventis Group (other than any authorisation, order, recognition, grant, licence, confirmation, clearance, permission or approval required: (A) pursuant to the terms of any agreement, arrangement, licence, permit or other instrument the terms of which have been made available for inspection by Sanofi Pasteur or otherwise fairly disclosed in writing to Sanofi Pasteur by Acambis prior to the date of this announcement; or (B) pursuant to any other agreement, arrangement, licence, permit or instrument, which has been disclosed to the sanofi-aventis Group by the Acambis Group in the conduct of business between such groups prior to the date of this announcement) having been obtained in terms and in a form reasonably satisfactory to Sanofi Pasteur from all appropriate Third Parties or persons with whom any member of the wider Acambis Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the wider Acambis Group (other than any authorisation, order, recognition, grant, licence, confirmation, clearance, permission or approval required: (A) pursuant to the terms of any agreement, arrangement, licence, permit or other instrument the terms of which have been made available for inspection by Sanofi Pasteur or otherwise fairly disclosed in writing to Sanofi Pasteur by Acambis prior to the date of this announcement; or (B) pursuant to any other agreement, arrangement, licence, permit or instrument, which has been disclosed to the sanofi-aventis Group by the Acambis Group in the conduct of business between such groups prior to the date of this announcement) remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Proposals become otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(f) except for any matter, fact or circumstance: (A) arising in accordance with the terms of any agreement, arrangement, licence, permit or other instrument the terms of which have been made available for inspection by Sanofi Pasteur or otherwise fairly disclosed in writing to Sanofi Pasteur by Acambis prior to the date of this Announcement; or (B) arising in accordance with the terms of any other agreement, arrangement, licence, permit or instrument, which has been disclosed to the sanofi-aventis Group by the Acambis Group in the conduct of business between such groups prior to the date of this announcement; or (C) publicly announced by Acambis prior to the date of this announcement (which, for the purpose of this Part A, shall include any information in the annual reports and accounts of Acambis or released through a Regulatory Information Service and any information in the Acambis Prospectus), no member of the wider Acambis Group having, since 31 December 2007:

(i) save as between Acambis and wholly-owned subsidiaries of Acambis or for Shares issued pursuant to the exercise of options granted under the Acambis Share Schemes, issued or agreed to issue shares of any class;

(ii) save as between Acambis and wholly-owned subsidiaries of Acambis or for the grant of options under the Acambis Share Schemes, issued or agreed to issue securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Acambis Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-Acambis Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or agreed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v) save for intra-Acambis Group transactions, made or agreed to make or announced an intention to propose any change in its loan capital;

(vi) issued, or agreed to the issue of, any debentures or (save for intra-Acambis Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or agreed to implement, or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;

(ix) entered into or varied or agreed to vary or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the wider Acambis Group or the wider sanofi-aventis Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which is material in the context of the wider Acambis Group taken as a whole;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) waived or compromised any material claim of the Acambis Group with a value in excess of £100,000 otherwise than in the ordinary course of business;

(xii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any Offer (which remains open for acceptance) with respect to or announced any intention to, or agreed to, effect any of the transactions, matters or events referred to in this condition;

(xiii) having made or agreed or consented to any change to:

(1) the terms of the trust deeds (if any) constituting the pension scheme(s) established by any member of the wider Acambis Group for its directors, employees or their dependents;

(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made; or

(xiv) save with the consent of Sanofi Pasteur (including any such consent as may be sent out in the Implementation Agreement), proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment of any person employed by the wider Acambis Group,

and, for the purposes of paragraphs (iii),(iv), (v) and (vi) of this condition, the term 'Acambis Group' shall mean Acambis and its wholly-owned subsidiaries;

(g) except for any matter, fact or circumstance: (A) arising in accordance with the terms of any agreement, arrangement, licence, permit or other instrument the terms of which have been made available for inspection by Sanofi Pasteur or otherwise fairly disclosed in writing to Sanofi Pasteur by Acambis prior to the date of this Announcement; or (B) arising in accordance with the terms of any other agreement, arrangement, licence, permit or instrument, which has been disclosed to the sanofi-aventis Group by the Acambis Group in the conduct of business between such groups prior to the date of this announcement; or (C) publicly announced by Acambis prior to the date of this announcement (which, for the purpose of this Part A, shall include any information in the annual reports and accounts of Acambis or released through a Regulatory Information Service and any information in the Acambis Prospectus), since 31 December 2007:

(i) no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of the wider Acambis Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the wider Acambis Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the wider Acambis Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the wider Acambis Group which in any such case might reasonably be expected to materially adversely affect the wider Acambis Group taken as a whole;

(iii) no contingent or other liability having arisen or become apparent to Sanofi Pasteur which would be likely to materially adversely affect the wider Acambis Group taken as a whole; and

(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the wider Acambis Group which is necessary for the proper carrying on of its business;

(h) save for any matter, fact or circumstance: (A) arising in accordance with the terms of any agreement, arrangement, licence, permit or other instrument the terms of which have been made available for inspection by Sanofi Pasteur or otherwise fairly disclosed in writing to Sanofi Pasteur by Acambis prior to the date of this Announcement; or (B) arising in accordance with the terms of any other agreement, arrangement, licence, permit or instrument, which has been disclosed to the sanofi-aventis Group by the Acambis Group in the conduct of business between such groups prior to the date of this announcement; or (C) publicly announced by Acambis prior to the date of this announcement (which, for the purpose of this Part A, shall include any information in the annual reports and accounts of Acambis or released through a Regulatory Information Service and any information in the Acambis Prospectus), Sanofi Pasteur not having discovered:

(i) that any financial, business or other information concerning the wider Acambis Group as contained in the information publicly disclosed at any time by or on behalf of any member of the wider Acambis Group is misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading; or

(ii) that any partnership, company or other entity in which any member of the wider Acambis Group has a significant economic interest (being an interest in 20 per cent. or more of the equity capital of such partnership, company or other entity) and which is not a subsidiary undertaking of Acambis is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of Acambis for the year ended 31 December 2007; and

(i) Sanofi Pasteur not having discovered that:

(i) any past or present member of the wider Acambis Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which failure to comply with applicable legislation or regulation regarding the disposal, spillage, release, discharge, leak or emission or any such waste or substance would be likely to give rise to any liability (actual or contingent) on the part of any member of the wider Acambis Group and which is material in the context of the wider Acambis Group taken as a whole; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the wider Acambis Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the wider Acambis Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the wider Acambis Group taken as a whole.

Sanofi Pasteur reserves the right to waive, in whole or in part, all or any of the conditions in 2 (a) to (i) above. Conditions in 2 (a) to (i) (inclusive) must be fulfilled or waived (where possible) on or before the date on which the condition in 1 (c) is fulfilled. Sanofi Pasteur shall be under no obligation to waive or treat as satisfied any of conditions in 2 (a) to (i) (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof, notwithstanding that the other conditions of the Proposals may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If Sanofi Pasteur is required by the Panel to make an offer for Shares under the provisions of Rule 9 of the City Code, Sanofi Pasteur may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

The Proposals will lapse and the Acquisition will not proceed (unless otherwise agreed by the Panel) if the European Commission either initiates proceedings under Article 6(1) of the Council Regulation (EC) No. 139/2004 (the 'Regulation') or makes a referral to a competent authority of the UK under Article 9(1) of the Regulation and there is then a reference to the Competition Commission before the date of the Meetings.

Part B: Certain further terms of the Offer

1. Sanofi Pasteur reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of an Offer for the issued and to be issued share capital of Acambis as it may determine in its absolute discretion.

2. Save to the extent cancelled pursuant to the Scheme, Shares will be acquired by Sanofi Pasteur fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

3. The availability of the Proposals to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.

4. The Proposals and the Scheme will be governed by English law and be subject to the jurisdiction of the English courts and to the conditions set out above and in the formal Scheme Document. The Proposals will comply with the applicable rules and regulations of the FSA and the London Stock Exchange and the City Code.

APPENDIX 2

BASES AND SOURCES

(a) For the purposes of the financial comparisons contained in this announcement, no account has been taken of any liability to taxation or the treatment of fractions under the Proposals.

(b) Unless otherwise stated, the financial information on Acambis is extracted from Acambis' annual report and accounts for the year ended 31 December 2007.

(c) Unless otherwise stated, all prices for Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

(d) Disclosures in paragraph 14 of the announcement regarding interests in Acambis securities are based on the position as at 24 July 2008, the last practicable date prior to this announcement.

(e) References to the fully diluted share capital of Acambis are based upon the 145,505,287 Shares in issue and the 4,796,046 Shares which are the subject of options granted under the Acambis Share Schemes as at 24 July 2008 (being the last Business Day prior to the date of this announcement).

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

The following holders of Shares have given 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:

Irrevocable undertakings from directors of Acambis:

Name	Number of Shares	% of issued share capital of Acambis
Dr Peter Fellner	40,500	0.0278
Ian Garland	27,000	0.0186
Dr Randal Chase	10,000	0.0069
Ross Graham	27,955	0.0192
Dr Michael Watson	13,500	0.0093
Elizabeth Jones	13,616	0.0094

These irrevocable undertakings cease to be binding in the following circumstances:

the Scheme Document or, if an Offer is made, the offer document, is not posted to Shareholders within the period specified in the City Code (or such longer period as the Panel on Takeovers and Mergers may agree); or
the Scheme or, if an Offer is made, the offer, is withdrawn or lapses.

Irrevocable undertakings from other Shareholders:

Name	Number of Shares	% of issued share capital of Acambis
Invesco Asset Management Limited	39,783,869	27.34
Goldman Sachs International	21,343,920	14.67

These irrevocable undertakings cease to be binding in the following circumstances:

the Scheme Document or, if an Offer is made, the offer document, is not posted to Shareholders within the period specified in the City Code (or such longer period as the Panel on Takeovers and Mergers may agree);
the Scheme or, if an Offer is made, the offer, is withdrawn or lapses; or
if any third party announces, in accordance with the City Code, a firm intention to make a general offer for all the Shares (not already owned by such third party) at a price in cash per Share which is greater than the Offer Price.

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

£	the lawful currency of the United Kingdom
$	the lawful currency of the United States of America
1985 Act	the Companies Act 1985, as amended and for the time being in force
2006 Act	the Companies Act 2006, as amended and for the time being in force
Acambis	Acambis plc
Acambis Group	Acambis and its subsidiary undertakings
Acambis Prospectus	the prospectus published by Acambis on 23 April 2008 in connection with the Placing and Open Offer
Acambis Share Schemes	the Acambis 2006 Approved Share Option Plan, the 2006 Unapproved Share Option Plan, the Deferred Bonus Plan, the Acambis Long Term Incentive Share Plan, the Acambis 1996 Approved Share Option Scheme, the Acambis plc 1999 Unapproved Share Option Plan, the Acambis 1995 Savings-Related Share Option Scheme, the Acambis US Employee Stock Purchase Plan, the OraVax Inc. 1990 Stock Option Plan and the OraVax Inc. 1995 Stock Option Plan
Acquisition	the acquisition of the entire issued and to be issued share capital of Acambis by Sanofi Pasteur
Board	the board of directors of Acambis
Business Day	a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business
Capital Reduction	the proposed reduction of the capital of Acambis in connection with the Scheme under sections 135 and 137 of the 1985 Act
City Code	the City Code on Takeovers and Mergers
Conditions	the conditions to the implementation of the Proposals (including the Scheme) which are set out in Appendix 1 of this announcement
Court	the High Court of Justice in England and Wales
Court Meeting	the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 896 of the 2006 Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time
Effective Date	the date on which the Scheme becomes effective in accordance with its terms
FSA	the UK Financial Services Authority
General Meeting	the general meeting of Shareholders to be convened to consider and if thought fit pass certain resolutions in relation to the Scheme and the Proposals (including any adjournment thereof)
Implementation Agreement	the agreement entered into by Sanofi Pasteur and Acambis on 25 July 2008 which sets out various matters in relation to the Proposals
Listing Rules	the rules and regulations made by the FSA in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name
London Stock Exchange	London Stock Exchange plc
Meetings	the Court Meeting and the General Meeting
Minute	the minute (approved by the Court) confirming the Capital Reduction in accordance with section 138 of the 1985 Act
Offer	a takeover offer as that term is defined in section 974 of the 2006 Act
Offer Price	190 pence per Share
Official List	the Official List of the UKLA
Panel	the Panel on Takeovers and Mergers
Placing and Open Offer	Acambis' placing and open offer in respect of 37,715,811 Shares which was completed in May 2008
Proposals	the offer by Sanofi Pasteur to acquire the entire issued and to be issued share capital of Acambis to be implemented by way of the Scheme and other matters to be considered at the Meetings
Registrar of Companies	the Registrar of Companies in England and Wales
Reduction Court Order	the order of the Court confirming the Capital Reduction
Regulatory Information Service	any of the services set out in Appendix 3 to the Listing Rules
sanofi-aventis Group	means sanofi-aventis and its subsidiary undertakings
Sanofi Pasteur	Sanofi Pasteur Holding, the parent company of the vaccines division of the sanofi-aventis Group or, where the context requires it, such vaccines division
Scheme	the proposed scheme of arrangement of Acambis under Part 26 of the 2006 Act to implement the Acquisition
Scheme Court Order	the order of the Court sanctioning the Scheme under section 899 of the 2006 Act
Scheme Document	the document to be dispatched to Shareholders in relation to the Scheme including the particulars required by section 897 of the 2006 Act
Scheme Record Time	6.00 pm on the Business Day immediately prior to the date of the hearing by the Court to confirm the Capital Reduction
Scheme Shareholders	holders of Scheme Shares
Scheme Shares	the Shares in issue at the date of the Scheme Document; any Shares issued after the date of the Scheme Document and prior to the Voting Record Time; and any Shares issued on or after the Voting Record Time and on or prior to the Scheme Record Time either on terms that the original or any subsequent holders of such shares are to be bound by the Scheme, or in respect of which their holders are, or have agreed in writing to be, bound by the Scheme, but excluding any Shares beneficially owned by any member of the sanofi-aventis Group
Shareholders	registered holders of Shares
Shares	ordinary shares of 10 pence each in the capital of Acambis
significant interest	a direct or indirect interest in ten per cent. or more of the equity share capital of an undertaking
subsidiary and subsidiary undertaking and undertaking	shall be construed in accordance with the 2006 Act
UK	The United Kingdom of Great Britain and Northern Ireland
UK Listing Authority or UKLA	the FSA in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000
Voting Record Time	6.00 pm on the date which is two days before the date of the Court Meeting or, if such Court Meeting is adjourned, 6.00 pm on the second day before the date of such adjourned meeting
wholly-owned subsidiary	shall be construed in accordance with the 2006 Act
wider Acambis group	Acambis and its subsidiary undertakings, associated undertakings and any other undertaking in which Acambis and/or such undertakings (aggregating their interests) have a significant interest
wider sanofi-aventis Group	sanofi-aventis and its subsidiary undertakings, associated undertakings and any other undertaking in which sanofi-aventis and/or such undertakings (aggregating their interests) have a significant interest

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFBFKPKPPBKDCOB

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