Genzyme And Henri Termeer: The $158 Million Man

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henri-termeerMaybe there was a perverse logic at work when Genzyme screwed up its manufacturing so badly? The serious gaffes led to a $175 million consent decree with the FDA and closed a key plant; left patients with little or no supplies; angered investors, including Carl Icahn, who waged a proxy fight; and prompted a board probe into insider stock sales (back story here, here, here and here).

But the mess also drove down Genzyme stock to the point where Sanofi-Aventis found that making a bid was too tempting to ignore. And so now the big drugmaker is paying $20 billion - or $74 a share plus contingent value rights - to acquire the beleaguered biotech which, of course, does offer Sanofi entree into biologics and other therapeutic areas. Meanwhile, Genzyme ceo Henri Termeer is going to float away holding onto a rather large parachute.

To wit, he is set to receive $145.9 million in compensation from his Genzyme shares, stock options and restricted stock units once the deal is completed, according to a regulatory filing with the US Securities and Exchange Commission (please see pages 9 and 11). Then there is a $12.5 million change-in-control payout if his job is terminated after the deal closes. And since each shareholder will receive one contingent value right (CVR) per Genzyme share, which are tied to progress in developing a multiple sclerosis med called Lemtrade, Termeer could receive another $62.8 million if various milestones are met.

There may be an irony in this. Termeer built Genzyme into a lauded company that developed innovative treatments. But he is also known for an imperious management style and his stewardship led to the blunders that damaged Genzyme. However, if he had made more prudent decisions, perhaps Genzyme would not have become so cheap - the stock traded at around $46 last summer - and, therefore, attractive to suitors. Termeer, meanwhile, might have had to work harder to turn Genzyme around - and waited still longer for the day when he could float away with his riches.

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  1. Funnily enough, that’s just what Alice said

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