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Not for release, publication or distribution, in whole or in part, in, 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 or regulations of such jurisdiction.

2 September 2008

ACAMBIS' SHAREHOLDERS APPROVE ACQUISITION OF ACAMBIS BY SANOFI PASTEUR

Cambridge, UK and Cambridge, Massachusetts - 2 September 2008 - The Directors of Acambis plc ('Acambis') (LSE: ACM) are pleased to announce that, at the Court Meeting and the General Meeting held earlier today, shareholders approved the recommended acquisition of Acambis by Sanofi Pasteur Holding ('Sanofi Pasteur').

On 25 July 2008, Acambis and Sanofi Pasteur announced that they had reached agreement on the terms of a recommended Acquisition of Acambis at 190 pence in cash per Share, valuing Acambis' existing issued share capital at approximately £276 million. 

The Acquisition is being effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme') and requires, amongst other matters, that the resolution contained in notice of Court Meeting and the resolution contained in the notice of General Meeting are: 

• in the case of the Court Meeting, approved by a simple majority in number representing three-fourths in value of the Scheme Shares held by those Scheme Shareholders present and voting in person or by proxy; and 

• in the case of the General Meeting, a vote in favour by not less than 75 per cent. of the votes cast in person or by proxy.

 

Both resolutions, which are contained in the relevant notices of meeting, were passed by the requisite majorities.

Subject to the Court sanctioning the Scheme and approving the Capital Reduction, as well as the satisfaction or waiver of the other conditions to the Scheme, the Scheme is expected to become effective on 25 September 2008. 

Poll result for the Court Meeting

The vote on the resolution proposed at the Court Meeting to approve the Scheme was conducted by way of a poll. The result of the poll was as follows:

Number of Scheme Shares voted for:                               110,222,640         99.97%

Number of Scheme Shares voted against:                                28,951           0.03%

Number of Scheme Shareholders voting for:                                 360           95.24%

Number of Scheme Shareholders voting against:                           18              4.76%

Poll result for the General Meeting

The General Meeting, which immediately followed the Court Meeting, was held to consider a special resolution, as set out in the notice of General Meeting, to authorise the Acambis Directors to take all actions to carry the Scheme into effect, approve amendments to Acambis' articles of association and approve the Capital Reduction. The vote on the special resolution proposed at the General Meeting was conducted by way of a poll. The result of the poll was as follows:

Number of Shares voted for:                           108,775,459       99.97%

Number of Shares voted against:                            28,411         0.03%

    

Capitalised terms used in this announcement have the meanings given thereto in the Scheme Document which was sent to shareholders of Acambis on 9 August 2008.

A copy of the Scheme Document is available for inspection during normal business hours at the offices of Morrison & Foerster (UK) LLP, 7th Floor, City Point, One Ropemaker Street, London EC2Y 9AW up to and including the date on which the Scheme becomes effective or the date that the Scheme lapses or is withdrawn, whichever is earlier.

Copies of the special resolution passed at the General Meeting have been submitted to the UK Listing Authority and will shortly be available for inspection by the public at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.

Key Dates

The last day of dealings in Acambis' Shares is expected to be 23 September 2008. The Scheme Court Hearing, to sanction the Scheme, is scheduled for 22 September 2008 and the Reduction Court Hearing, to confirm the Capital Reduction, is scheduled for the 24 September 2008. Subject to the satisfaction of the conditions to the Scheme, the Effective Date of the Scheme is expected to be 25 September 2008.  

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

The Acambis Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Acambis Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 

Goldman Sachs International, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Acambis and no one else in connection with the Proposals 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.  

Morgan Stanley & Co Limited is acting exclusively for Sanofi Pasteur and sanofi-aventis and no one else in connection with the Proposals 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.

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.

ENDOUPILFFFALIFIIT