* PPF aims to replace Zentiva management.
* EC gives conditional approval to Sanofi/Zentiva deal.
(Adds EC approval on Zentiva takeover)
By Jana Mlcochova
PRAGUE, Feb 4 (Reuters) - Czech investment group PPF has
launched an attempt to replace the management of Zentiva
<>, undermining a bid for the Czech generic drugs
company by French Sanofi-Aventis <SASY.PA>.
Zentiva said on Wednesday that PPF, its second largest
shareholder after Sanofi, had asked a court to call a
shareholder meeting at which PPF would propose firing the board
and replacing several directors with its own nominees.
Zentiva said it would fight the legal action.
PPF said in a statement it had sent Zentiva a number of
letters, urging it to convene the meeting, but to no avail.
"After exhausting all out-of-court measures available in
their mutual communication with Zentiva board of directors, (PPF
has) decided to submit a petition to the District Court in
Amsterdam for authorisation to convene an extraordinary general
meeting of shareholders," PPF said.
Zentiva told Reuters in an email it received the PPF request
but had not yet made a decision whether to call the meeting as
it needed time to consider the request.
Its board, led by Chairman Jiri Michal, supports a Sanofi
bid valuing the company at $2 billion, or 1,150 crowns a share.
On Wednesday, the European Commission said its approval of
Sanofi's proposed purchase of Zentiva was conditional on
divesting 15 drugs in eastern Europe.
"Sanofi-Aventis (is) committed to divest fifteen drugs in
the Czech Republic, the Slovak Republic, Romania, Bulgaria,
Hungary and Estonia," the Commission, which oversees competition
in the 27-nation bloc, said in a statement.
Purchasing Zentiva would take Sanofi, whose top-selling
drugs include blood-thinner Plavix and anti-thrombotic drug
Lovenox, deeper into the field of generics, previously shunned
by large pharmaceutical companies but now seen as an entry point
to booming emerging markets.
"On the basis of all available information the board
believes the legal proceedings that PPF has initiated are
entirely without merit," Zentiva said.
Zentiva shares ended down 1.3 percent at 1,119 crowns, while
the main PX index <> closed down 0.4 percent. Sanofi shares
closed down 0.04 percent at 45.24 euros.
PPF, a closely held investment group controlled by financier
Petr Kellner, had no immediate comment but said it would issue a
statement later.
PPF has withdrawn its own 950 crowns a share offer for
Zentiva but has otherwise not reacted to the Sanofi bid.
Sanofi owns 24.9 percent of Zentiva, while PPF controls a
24.3 percent stake, according to Zentiva, whose management holds
5.9 percent. Analysts said PPF may have wider control through
other shareholders.
"It is probable that at this moment they control more than
Sanofi and the management," said Josef Nemy, an analyst at
Komercni Banka.
"If they raise this demand, then probably they believe they
will push it through."
Sanofi's bid is conditional on it acquiring a majority in
Zentiva. Nemy said PPF's move showed it was not interested in
selling to Sanofi at 1,150 crowns.
"This fairly lowers the chance to get a majority (for
Sanofi). So maybe it is a push from PPF how to increase the
offer price," Nemy said.
Zentiva is set to hold an extraordinary shareholder meeting
on the Sanofi bid on Feb. 9. The bid expires on Feb. 20. The
European Commission was due to release a review Sanofi's offer
on Wednesday.
Other Zentiva owners whose shares are in play include
privately owned investment group J&T with 7.6 percent and
Belviport Trading Ltd, a closely held firm with anonymous
owners, with 10.06 percent.
PPF announced its acquisition of a part of J&T's core
business last week but a J&T spokesman said the group's stake in
Zentiva was not part of the deal.
(Additional reporting by Foo Yun Chee; Editing by Jon
Loades-Carter and Andrew Macdonald)
