Exclusive: Sanofi hires search firm for Genzyme board

PHILADELPHIA/PARIS (Reuters) - French drugmaker Sanofi-Aventis SA (SASY.PA) has hired a search firm to look for potential candidates to nominate to Genzyme Corp's GENZ.O board of directors, sources familiar with the situation said on Monday.

The move comes even as Sanofi said it extended its $18.5 billion tender offer for Genzyme again and continued to hold talks for a negotiated deal. Sanofi's $69 per share offer has been rejected by Genzyme as too low.

Sources previously told Reuters that Sanofi would keep its options open if it needed to turn to a proxy battle to win control of Genzyme's board.

Sanofi's tender offer for Genzyme now expires on February 15. That is the day before nominations can be made for candidates for Genzyme's board of directors.

Genzyme and Sanofi could not be immediately reached for comment.

Sanofi is vetting potential board candidates and has interviewed several people already, said the sources, who could not be named because they were not authorized to speak to the media.

The two companies have been in discussion about a potential use of contingent value rights (CVR), an extra fee shareholders will receive if Genzyme's experimental multiple sclerosis treatment Lemtrada hits certain targets.

"Although discussions have continued over the past two weeks and have included commercial teams and executives of both Sanofi-Aventis and Genzyme, there remain significant differences on the potential CVR and value of Sanofi-Aventis's offer. There is no guarantee that the parties will come to an agreement," Sanofi said in a statement.

Genzyme, which specializes in rare diseases, has said Sanofi's bid was too low given it has been recovering from a manufacturing crisis and has high hopes Lemtrada.

Genzyme has forecast peak annual sales of $3.5 billion for Lemtrada, while Sanofi, using the average outcome of several analyst estimates, expects sales of about $700 million.

A CVR would come on top of Sanofi's cash bid, which analysts widely expect will be raised. Genzyme shares have been trading at around $72 each.

"We still think that Sanofi-Aventis will raise its offer slightly (to $71-$72 per share) and that it will combine this offer with the issue of a CVR," CM-CIC Securities analyst Arsene Guekam said in a note on Monday.

Genzyme chief executive Henri Termeer said on Wednesday that, at the very least, talks on a CVR were proving useful in establishing the right value for Genzyme.

Some investors expected a total deal value, including a CVR, in the high $70's. Genzyme's stock closed on Monday at $71.35 on Nasdaq.

"It is no surprise, but it is nonetheless going rather in the right direction as the group said the commercial teams are also working on the CVR," Oddo Securities analyst Jean-Jacques Le Fur said on Monday.

Sanofi said 0.4 percent of Genzyme's shares were tendered by Friday's deadline. The extended tender offer now expires at 11:59 p.m. ET on February 15.

(Reporting by Jessica Hall, additional reporting by Noelle Mennella; editing by Andre Grenon and Carol Bishopric)