Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) and BMP Sunstone Corporation (NASDAQ: BJGP) have entered into a definitive agreement under which sanofi-aventis is to acquire all outstanding shares of BMP Sunstone for cash consideration of USD 10 per share, or a total of approximately USD 520.6 million on a fully diluted basis. The acquisition is to be structured as a merger of BMP Sunstone and a wholly-owned subsidiary of sanofi-aventis.

The price per share represents a 30% premium above the closing price of BMP Sunstone's shares on October 27, 2010. BMP Sunstone's board of directors has unanimously approved the transaction.

BMP Sunstone achieved sales of approximately $147 million in 2009. Almost 60% of these sales were realized in the consumer healthcare segment, where BMP Sunstone has access to retailers, county hospitals and community clinics in Tier III and Tier IV markets. In this segment, BMP Sunstone has established two of China's most recognized brands: "Hao Wa Wa" (GoodBaby), recently recognized as the number one paediatric Cough & Cold brand in China, and "Kang Fu Te" (Confort) a hygiene brand for women's healthcare.

Following the recent establishment of the Hangzhou Sanofi Minsheng Consumer Healthcare joint venture, the acquisition of BMP Sunstone will make sanofi-aventis a leading consumer healthcare company in China, with a strong position in both Vitamins & Minerals Supplements and Cough & Cold, the two largest categories of this market.

"The acquisition of BMP Sunstone will not only leverage our consumer healthcare business in China, but will also bring us unique access to new expanding distribution channels which are expected to account for a third of the pharmaceutical market in China in the coming years" said Christopher A. Viehbacher, Chief Executive Officer of sanofi-aventis. "This transaction represents another strategic move for sanofi-aventis to reinforce its leadership position in China."

"This transaction offers immediate and significant value for BMP Sunstone stockholders and important benefits to our employees and customers," said Mr. David (Xiao Ying) Gao, Chief Executive Officer of BMP Sunstone. “I am excited to work with the sanofi-aventis team to capture the significant growth opportunities this new combination will create in the consumer healthcare market in China."

Under the terms of the merger agreement, completion of the transaction is subject to the approval of the merger by BMP Sunstone stockholder’s meeting, as well as the receipt of certain regulatory approvals in China and other customary conditions. Stockholders controlling 23% of BMP Sunstone's shares on a fully diluted basis have committed to vote in favour of the transaction.

Consumer Healthcare is one of the core growth platforms identified in sanofi-aventis' strategy for achieving sustainable growth. Sanofi-aventis is currently the 5th largest consumer healthcare company worldwide, and continues to expand its presence in this area through organic and external growth.

The Consumer Healthcare market in China is the second largest in the world after the United States, with an estimated size of EUR 12 bn in 2010. It has grown at a CAGR of approximately 11% since 2005, and this trend is expected to continue over the coming years driven by continued urbanization and improvement of patients' affordability, increasing trend of self-medication and the development of pharmacy chains and expanded retail offerings of consumer healthcare products.

About sanofi-aventis China
Sanofi-aventis was the first foreign pharmaceutical company to open offices in China. It is today one of the fastest growing healthcare companies in China, with 5,000 people in more than 200 cities across China. From prevention to treatment, sanofi-aventis is uniquely positioned to address public health needs in China. Sanofi Pasteur, the vaccines division of sanofi-aventis, is a leading vaccines company in China. In October 2010, sanofi-aventis entered the consumer healthcare market in China, with the establishment of Hangzhou Sanofi Minsheng Consumer Healthcare Co., Ltd.

Sanofi-aventis currently has three manufacturing facilities in Beijing, Hangzhou, and Shenzhen. In addition, the company is building three new facilities, all scheduled to begin commercial production in 2012, in order to meet the increasing demand of the Chinese market. Sanofi-aventis is engaged in integrated R&D in China from drug target identification to late stage clinical studies. Its China R&D Center and Asia Pacific R&D Center are based in Shanghai.

About sanofi-aventis
Sanofi-aventis, a leading global pharmaceutical company, discovers, develops and distributes therapeutic solutions to improve the lives of everyone. Sanofi-aventis is listed in Paris (EURONEXT: SAN) and in New York (NYSE: SNY).

About BMP Sunstone
BMP Sunstone Corporation is a specialty pharmaceutical company that is building a proprietary portfolio of branded pharmaceutical and healthcare products in China. Through Sunstone the Company manufactures leading pediatric and women's health products sold in pharmacies throughout the country. The Company also markets a portfolio of products under exclusive multiyear licenses into China, primarily focused on women's health and pediatrics, as well as provides pharmaceutical distribution services through subsidiaries in Beijing and Shanghai. BMP Sunstone's main office is in Beijing, with a U.S. office in Plymouth Meeting, PA.