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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.

22 September 2008                             

 

RECOMMENDED ACQUISITION OF ACAMBIS PLC BY SANOFI PASTEUR HOLDING BY WAY OF SCHEME OF ARRANGEMENT

COURT SANCTION OF THE SCHEME AND SUSPENSION OF DEALINGS

 

Cambridge, UK and Cambridge, Massachusetts - 22 September 2008 - The Board of Directors of Acambis plc ('Acambis') (LSE:ACM) and Sanofi Pasteur Holding ('Sanofi Pasteur') are pleased to announce, in relation to the recommended Acquisition of Acambis by Sanofi Pasteur (which was approved by Acambis' Shareholders on 2 September 2008), that at the Scheme Court Hearing held earlier today, the Court sanctioned the Scheme under Part 26 of the Companies Act 2006.

Subject to the confirmation of the Capital Reduction at the Reduction Court Hearing (which is scheduled to take place on 24 September 2008) and copies of the Scheme Court Order, the Reduction Court Order and the Minute being delivered to, and in the case of the Reduction Court Order and Minute being registered by, the Registrar of Companies, it is expected that the Scheme will become effective on 25 September 2008.

Dealings in Acambis' Shares on the main market for listed securities of the London Stock Exchange shall be suspended at 5.00 pm on 23 September 2008. 

Application has been made to the UK Listing Authority requesting the cancellation of the listing of Acambis' Shares on the Official List, as well as to the London Stock Exchange requesting the cancellation of the trading of Acambis' Shares on the main market for listed securities, with effect from 8.00 am on 25 September 2008.

Unless the context otherwise requires, terms defined in the Scheme document sent to Acambis' Shareholders on 9 August 2008 shall have the same meaning in 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

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 Acquisition 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 Acquisition 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 Acquisition 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 Acquisition 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.

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