FWP

Final Term Sheet

March 22, 2011

Filed pursuant to Rule 433

Registration Statement No. 333-165472

sanofi-aventis S.A.

$750,000,000 1.625% Notes Due 2014

 

Issuer    sanofi-aventis S.A.
Format    SEC-registered global notes
Title    1.625% Notes due 2014

Total initial principal amount

being issued

   $750,000,000
Issue price    99.863%
Pricing date    March 22, 2011
Expected settlement date    March 29, 2011 (T+5)
Maturity date    March 28, 2014, unless earlier redeemed
Day count    30/360
Day count convention    Following unadjusted
Optional redemption    Make-whole call at Treasury Rate plus 10 bps
Special mandatory redemption    Redemption at 101% plus accrued interest if (i) the pending exchange offer in relation to Genzyme Corporation has not been consummated under the related merger agreement between sanofi-aventis S.A. and Genzyme Corporation on or before September 30, 2011 or (ii) prior to the exchange offer being consummated, the merger agreement is terminated at any time, as more fully described in the preliminary prospectus supplement.
Special mandatory redemption
date
  

 

October 31, 2011 (if our pending exchange offer in relation to Genzyme Corporation has not been consummated under the related merger agreement between us and Genzyme Corporation on or before September 30, 2011) or 30 days after the merger agreement between us and Genzyme Corporation is terminated (if, prior to the exchange offer being consummated, the merger agreement is terminated at any time), as more fully described in the preliminary prospectus supplement.

Interest rate    1.625% per annum
Benchmark Treasury    1.250% due March 2014
Benchmark Treasury price    100-12
Benchmark Treasury yield    1.122%
Spread to Benchmark Treasury    55 bps


Yield to maturity   1.672%
Date interest starts accruing   March 29, 2011
Interest payment dates   Each March 28 and September 28
First interest payment date   September 28, 2011
Regular record dates for interest   Each March 13 and September 13
Trustee   Deutsche Bank Trust Company Americas
Listing   None
Denominations   $2,000 and increments of $1,000
Expected ratings of the notes   Moody’s: A2/Stable
  Standard & Poor’s: AA-/Stable
 

Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by sanofi-aventis S.A. and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating.

CUSIP / ISIN   80105NAB1 / US80105NAB10
Managers  

BNP PARIBAS

BofA Merrill Lynch

J.P. Morgan

SOCIETE GENERALE

 

Credit Agricole CIB

Deutsche Bank Securities

HSBC

RBS

Santander

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained from BNP PARIBAS, toll free at 1-800-854-5674; BofA Merrill Lynch, toll free at 1-800-294-1322; J.P. Morgan, collect at 1-212-834-4533; or SOCIETE GENERALE, collect at 1-212-278-7631.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.


Final Term Sheet

sanofi-aventis S.A.

$1,500,000,000 2.625% Notes Due 2016

 

Issuer    sanofi-aventis S.A.
Format    SEC-registered global notes
Title    2.625% Notes due 2016

Total initial principal amount

being issued

   $1,500,000,000
Issue price    99.489%
Pricing date    March 22, 2011
Expected settlement date    March 29, 2011 (T+5)
Maturity date    March 29, 2016, unless earlier redeemed
Day count    30/360
Day count convention    Following unadjusted
Optional redemption    Make-whole call at Treasury Rate plus 15 bps
Special mandatory redemption    Redemption at 101% plus accrued interest if (i) the pending exchange offer in relation to Genzyme Corporation has not been consummated under the related merger agreement between sanofi-aventis S.A. and Genzyme Corporation on or before September 30, 2011 or (ii) prior to the exchange offer being consummated, the merger agreement is terminated at any time, as more fully described in the preliminary prospectus supplement.

Special mandatory redemption

date

  

 

October 31, 2011 (if our pending exchange offer in relation to Genzyme Corporation has not been consummated under the related merger agreement between us and Genzyme Corporation on or before September 30, 2011) or 30 days after the merger agreement between us and Genzyme Corporation is terminated (if, prior to the exchange offer being consummated, the merger agreement is terminated at any time), as more fully described in the preliminary prospectus supplement.

Interest rate    2.625% per annum
Benchmark Treasury    2.125% due February 2016
Benchmark Treasury price    100-13+
Benchmark Treasury yield    2.035%
Spread to Benchmark Treasury    70 bps


Yield to maturity   2.735%
Date interest starts accruing   March 29, 2011
Interest payment dates   Each March 29 and September 29
First interest payment date   September 29, 2011
Regular record dates for interest   Each March 14 and September 14
Trustee   Deutsche Bank Trust Company Americas
Listing   None
Denominations   $2,000 and increments of $1,000
Expected ratings of the notes   Moody’s: A2/Stable
  Standard & Poor’s: AA-/Stable
 

Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by sanofi-aventis S.A. and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating.

CUSIP / ISIN   80105NAD7 / US80105NAD75
Managers  

BNP PARIBAS

BofA Merrill Lynch

J.P. Morgan

SOCIETE GENERALE

 

Credit Agricole CIB

Deutsche Bank Securities

HSBC

RBS

Santander

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained from BNP PARIBAS, toll free at 1-800-854-5674; BofA Merrill Lynch, toll free at 1-800-294-1322; J.P. Morgan, collect at 1-212-834-4533; or SOCIETE GENERALE, collect at 1-212-278-7631.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.


Final Term Sheet

sanofi-aventis S.A.

$2,000,000,000 4.000% Notes Due 2021

 

Issuer   sanofi-aventis S.A.
Format   SEC-registered global notes
Title   4.000% Notes due 2021

Total initial principal amount

being issued

  $2,000,000,000
Issue price   98.976%
Pricing date   March 22, 2011
Expected settlement date   March 29, 2011 (T+5)
Maturity date   March 29, 2021, unless earlier redeemed
Day count   30/360
Day count convention   Following unadjusted
Optional redemption   Make-whole call at Treasury Rate plus 15 bps
Special mandatory redemption   Redemption at 101% plus accrued interest if (i) the pending exchange offer in relation to Genzyme Corporation has not been consummated under the related merger agreement between sanofi-aventis S.A. and Genzyme Corporation on or before September 30, 2011 or (ii) prior to the exchange offer being consummated, the merger agreement is terminated at any time, as more fully described in the preliminary prospectus supplement.

Special mandatory redemption

date

 

 

October 31, 2011 (if our pending exchange offer in relation to Genzyme Corporation has not been consummated under the related merger agreement between us and Genzyme Corporation on or before September 30, 2011) or 30 days after the merger agreement between us and Genzyme Corporation is terminated (if, prior to the exchange offer being consummated, the merger agreement is terminated at any time), as more fully described in the preliminary prospectus supplement.

Interest rate   4.000% per annum
Benchmark Treasury   3.625% due February 2021
Benchmark Treasury price   102-16
Benchmark Treasury yield   3.326%
Spread to Benchmark Treasury   80 bps


Yield to maturity   4.126%
Date interest starts accruing   March 29, 2011
Interest payment dates   Each March 29 and September 29
First interest payment date   September 29, 2011
Regular record dates for interest   Each March 14 and September 14
Trustee   Deutsche Bank Trust Company Americas
Listing   None
Denominations   $2,000 and increments of $1,000
Expected ratings of the notes   Moody’s: A2/Stable
  Standard & Poor’s: AA-/Stable
 

Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agencies by sanofi-aventis S.A. and information obtained by the rating agencies from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the notes. Each rating should be evaluated independently of any other rating.

CUSIP / ISIN   80105NAG0 / US80105NAG07
Managers  

BNP PARIBAS

BofA Merrill Lynch

J.P. Morgan

SOCIETE GENERALE

 

Credit Agricole CIB

Deutsche Bank Securities

HSBC

RBS

Santander

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies may be obtained from BNP PARIBAS, toll free at 1-800-854-5674; BofA Merrill Lynch, toll free at 1-800-294-1322; J.P. Morgan, collect at 1-212-834-4533; or SOCIETE GENERALE, collect at 1-212-278-7631.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.