Nobody leaked it. It was published.

In July 2010 Sanofi offered 69 dollars a share for Genzyme.

Against Genzyme's share price at the start of that month, 49 dollars and 86 cents, that was a premium of 38 percent.

Thirty-eight percent is a generous-sounding number.

It depends entirely on what it is measured against.

Two years earlier, Genzyme had traded above 83 dollars.

What moved the base

Nothing that happened in between was leaked.

In February 2009 the FDA sent Genzyme a warning letter about its Allston plant in Boston, covering contamination control and bioburden monitoring. Published.

In June 2009 a virus called Vesivirus 2117 was found in the plant. Production of two drugs for rare genetic diseases stopped. Patients went onto rationed doses while European regulators issued guidance on who should be treated first. Published.

In May 2010 Genzyme signed a consent decree with the FDA. A 175 million dollar disgorgement, limits on distribution, operations moved out of Allston, a remediation plan. Published.

Through the spring of 2010 an activist investor ran a campaign for board seats and took two of them in June. Published.

By 1 July 2010 the shares stood at 49 dollars and 86 cents.

Sanofi's offer arrived on 29 July.

Two versions, both public

Genzyme had a version of itself. Investor presentations, a pipeline, a recovery plan, a case that the market had it wrong.

The regulators had a different version. So did the court filings, the shortage notices, and the shareholder register.

Genzyme wrote the first one. Nobody asked it about the second.

Both were on the table before anyone sat down.

Very little of this is specific to pharmaceuticals.

What is filed about a company, and what is published about it by people who do not work there, exists for almost all of us. Annual accounts. Register and court entries. Customer reviews. Employee reviews. Job postings, and how long they stay open. Old press. A blog post by a former head of department. Forums where the people who use the product talk to each other. Who sits on which association board with whom.

What it costs in the room

Someone asks a question that could only come from a document we had forgotten existed. Or they quote a figure we do not recognise, from a filing we did not write.

And the meeting changes shape.

We start explaining. We justify. We defend a number that did not need defending. We answer things we were never obliged to answer, because being asked can feel like being owed.

Somewhere in there we stop running the plan. Three weeks of preparation, gone before the first proposal is on the table, replaced by whatever we say when we feel exposed.

The cost is what the surprise does to our behavior.

The other chair

My own experience.

I was preparing, and I went looking. What I found was that they were in financial difficulty. It was there to be found. It changed the conversation, it changed what I put on the table, and it changed what I expected to walk out with.

Two kinds of information

There is the information we put out because we want it out there.

And there is the information that exists because other people put it there.

The first kind we can describe from memory. The second kind is the one that shapes what they believe is possible.

When I ask a group what expectations they think they are creating with the information that is out there about them, the answers come back from the first kind. Then I ask which part of it is deliberate, and what the purpose was.

There is no wrong answer to that question. There is only missing awareness.

And underneath it, one assumption.

I looked once, so it holds.

It runs in both directions. I know my own company, I prepared this two years ago, so the picture must be the same. I studied them before the last round, so they must still be who they were.

Circumstances move. Some of that movement we cause. Some of it happens without us, and we still have to know about it.

How it ended

Genzyme said 69 was too low. In October, Sanofi took the same price directly to the shareholders. That went nowhere for four months.

What closed it in February 2011 was a different instrument.

Seventy-four dollars a share in cash, plus a contingent value right: an additional payment, up to around fourteen dollars a share, if a multiple sclerosis drug called Lemtrada reached approval by a named date and hit named sales figures.

Neither side had to be right about Lemtrada any more. They stopped arguing about whose forecast was correct, wrote the disagreement into the contract with a date and a number attached, and let the result settle it.

Marking an assumption as an assumption does the same job earlier, on a page, before anyone is committed to anything.

The postscript is worth knowing. Genzyme shareholders later sued, arguing Sanofi had slowed the drug down to avoid paying. Sanofi settled in 2019 for 315 million dollars. A testable assumption still needs someone willing to run the test.

Where I would start

I would start with our own pages, read properly rather than remembered.

Then I would go to the sources I have never used. The ones I have never thought to open are where the second kind of information sits.

Then I would stop treating it as a project. Looking once gives a snapshot, and a snapshot goes out of date in exactly the way that caused the problem. What holds is a rhythm. A process, a schedule, a tool that runs it, so the picture is current on the day it is needed rather than on the day somebody had time.

And in a larger company there is one more question. Who feeds this internally, where does it sit, and which departments and which countries are preparing from a version that is two years old.

None of what Sanofi used had to be discovered. It only had to be read.

The same is true of the rest of us. Somebody has probably already read ours.

I use a prompt for this, the one that runs the self-research step before any preparation starts.

Write to me with MIRROR in the subject line and I will send it over.

Be well, Tina

#TheHumanSignal #PerformanceReDefined #OwnershipMindset