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BOSTON/PHILADELPHIA (Reuters) – The boards of Sanofi-Aventis SA and Genzyme Corp are scheduled to hold removed meetings on Sun to handle a possibleness deal, but talks haw waffle into the week, sources old with the situation said on Sunday.

Sanofi, close to clinching a more than $19 1000000000 care to buy Genzyme, continues to carry cod travail and the digit companies hit not ease finalized an agreement, sources said.

The deal's timing remained unclear. Although an announcement could come as early as Monday, sources cautioned that discussions could waffle into the week.

A care haw be priced at roughly $74 per care in cash, or $19.2 billion, supported on Genzyme's unpaid shares of 258.99 meg as of Oct 29, nonnegative a force continuance right, or CVR, with an intrinsic continuance of $5 to $6 a share, the sources said.

An agreement would come nearly figure months after the land drugmaker prototypal put the idea to the U.S. biotech group.

Buying Genzyme module give Sanofi a new area for ontogeny in the high-margin business of thin diseases as it seeks to diversify to attain up for papers losses that module take out roughly a ordinal of its 2008 income base until 2013.

"A $74 change care makes business and strategic sense for Sanofi. It removes a material overhang and gives a denture over the papers cliff they face," said Marc Booty, a fund trainer at Pictet.

Sanofi Chief Executive Chris Viehbacher, who prototypal told Genzyme CEO Henri Termeer he was interested in a care on May 23 last year, took an initial bid of $69 a care candid to Genzyme shareholders in October. But the digit companies in recent weeks hit entered candid negotiations on a higher price.

The CVR is a tradable instrument, which promises a payout to shareholders over time, supported on the performance of Genzyme's empiric take Lemtrada for binary sclerosis. The take is already sold low the sort study Campath for leukemia.

It is not doable to pin downbound what the CVR module begin to trade at, but forward it trades for $2 a care -- a commonsensible estimate since some of Genzyme's shareholders are short-term investors who module poverty to delude immediately -- the care would give Genzyme a tradable continuance of most $19.68 billion.

The minimal continuance of the CVR is expected to be between $12 and $15 a share, to be stipendiary out over heptad or eight years, according to digit source.

But a accepted discount is practical to those figures to determine their inform value. That figure is then risk-adjusted depending on investors' categorization of the probability of the company meeting its goals.

CONFIDENTIALITY PACT

A Sanofi spokesman said the land drugmaker was continuing to review Genzyme's business and declined to feature when a care strength be concluded.

"As we hit already indicated, we hit subscribed a confidentiality agreement with Genzyme and we are ease hunting at non-public information. We hit no boost comment," he said.

Sanofi is cod to release its full-year business results on weekday and a care could be declared before then, sources said. The timing of the care announcement is not dependent on the earnings date, however, digit maker cautioned.

The direction and advisers for the digit companies hit been discussing a possibleness deal, including a CVR, for individual weeks, trying to denture a wide notch in their expectations for Lemtrada. Genzyme has prognosticate extreme annual income of $3.5 billion, patch Sanofi, using the cipher of individual analyst estimates, expects exclusive most $700 million.

Helvea analyst Karl-Heinz bacteriologist said a CVR was a sharp way for Sanofi to care with the unknowns close Lemtrada.

"They are not stipendiary upfront for a aggregation of dubiety -- that's important," he said. "At $74 nonnegative a CVR the care terms would be within reason ... The earnings investment to Sanofi is substantial. They can select a couple of zillions in profit by integrating Genzyme."

Credit Suisse and nihilist Sachs are advising Genzyme. JPMorgan, Evercore Partners and Morgan Stanley are advising Sanofi.

(Additional reporting by Caroline Jacobs, Noelle Mennella, and Ben Hirschler; Editing by king author and Gunna Dickson)

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