The negotiations become a lot less mysterious when you look at the giant conflict of interest that follows Genzyme CEO Henri Termeer into his M&A war room: If he agrees to sell Genzyme he gets a jackpot change-of-control payment worth $22 million. Here's what Genzyme's 2009 proxy says about management's rewards for selling the company (Genzyme hasn't filed a 2010 proxy yet).
Companies give CEOs change-of-control payments as a reward for the increased value to shareholders that acquisitions generally deliver; and to compensate them for the fact that they may find themselves suddenly out of a job years earlier than they planned.
But the payments also hurt shareholders: Some Genzyme investors believe the company is worth $20 billion but Sanofi is only offering $18.7 billion:
Given that Termeer's $22 million is like a giant weight on the "yes!" side of the scale, it seems to me that he has little personal vested interest in haggling Sanofi up to its maximum price.
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