Filed by Sanofi-Synthelabo
Pursuant to Rule 165 and Rule 425(a) under the
United States Securities Act of 1933, as amended
Subject Company: Aventis
Commission File No. 001-10378
Date: June 7, 2004
On June 7, 2004, Sanofi-Synthelabo first disseminated the following
communication materials to its employees.
In connection with the proposed acquisition of Aventis, Sanofi-Synthelabo
has filed with the United States Securities and Exchange Commission (SEC), a
registration statement on Form F-4 (File no: 333-112314), which includes a
prospectus and a prospectus supplement relating to the revised offer, and
related exchange offer materials, to register the Sanofi-Synthelabo ordinary
shares (including Sanofi-Synthelabo ordinary shares represented by
Sanofi-Synthelabo ADSs) to be issued in exchange for Aventis ordinary shares
held by holders located in the United States and for Aventis ADSs held by
holders wherever located and has also filed with the SEC a Statement on Schedule
TO. INVESTORS AND HOLDERS OF AVENTIS SECURITIES ARE STRONGLY ADVISED TO READ THE
REGISTRATION STATEMENT AND THE PROSPECTUS AND PROSPECTUS SUPPLEMENT RELATING TO
THE REVISED OFFER, THE STATEMENT ON SCHEDULE TO, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors and holders of Aventis securities
may obtain free copies of the registration statement, the prospectus, the
prospectus supplement relating to the revised offer and related exchange offer
materials, and the Statement on Schedule TO, as well as other relevant documents
filed with the SEC, at the SEC's web site at www.sec.gov. The prospectus, the
prospectus supplement relating to the revised offer and other
transaction-related documents are being mailed to Aventis securityholders
eligible to participate in the U.S. offer and additional copies may be obtained
for free from MacKenzie Partners, Inc., the information agent for the U.S.
offer, at the following address: 105, Madison Avenue, New York, New York 10016;
telephone 1-(212) 929-5500 (call collect) or 1-(800) 322-2885 (toll-free call);
e-mail proxy@mackenziepartners.com.
* * * *
--------------------------------------------------------------------------------
Number 2 June 7, 2004
--------------------------------------------------------------------------------
LA LETTRE BLEUE No. 2
---------------------
[GRAPHIC OF WOMAN FURTHER
WITH CHILD] DETAILS...
WHAT ARE THE AMF, THE SEC AND THE FTC?
> The Autorite des marches financiers (AMF) is a public authority responsible
for overseeing the protection of savings, the information provided to investors
and the proper functioning of stock markets in France. This mandate includes
supervision and the quality of information, compliance with stock market
regulations, and compliance with the professional code of conduct applicable to
stockbrokers. The AMF resulted from the merger last year of the Commission des
operations de bourse (COB) and the Conseil des marches financiers (CMF).
> The Securities and Exchange Commission (SEC) is, in the United States, the
administrative authority equivalent to the AMF in France, with generally similar
responsibilities.
> The United States Federal Trade Commission (FTC) is an administrative agency
of the United States federal government. In general, it is one of the federal
agencies responsible for enforcing the U.S. antitrust laws. In particular, the
FTC has jurisdiction to review Sanofi-Synthelabo's proposed acquisition of the
shares of Aventis pursuant to the offer and to ensure that it complies with U.S.
antitrust laws. In Europe, it is the European Commission that is responsible for
ensuring that Sanofi-Synthelabo's acquisition of Aventis complies with European
Union competition laws.
WHAT HAPPENS TO THE OFFER AFTER THE AGREEMENT SIGNED WITH AVENTIS?
> The new offer, on improved financial terms, was filed with the AMF on April
26, 2004 (revised offer). The AMF approved the terms of this revised offer on
May 4, 2004 and gave its visa to the new offer prospectus on May 7, 2004. The
revised offer began in France on May 12, 2004. Sanofi-Synthelabo's ongoing
offers in the United States and in Germany have also been revised and are being
made on substantially similar terms to the revised French offer.
WHEN WILL THE CLOSING DATE FOR TENDERS IN THE OFFER OCCUR?
> The AMF has set June 30, 2004 as the expiration date.
IS THE REVISED OFFER SUBJECT TO REVIEW BY THE U.S. FEDERAL TRADE COMMISSION
(FTC)?
> The closing of Sanofi-Synthelabo's revised offer is no longer subject to the
condition that we have received the approval of the FTC.
Nevertheless, the acquisition of Aventis must be reviewed by the FTC and, under
applicable United States law, we may not complete the revised offer before the
termination or expiration of a waiting period during which the FTC conducts that
review.
Sanofi-Synthelabo and Aventis are fully cooperating with the FTC's investigation
to resolve all remaining issues as promptly as possible.
WHAT IS THE LEGAL NATURE OF THE PUBLIC TENDER OFFER SANOFI-SYNTHELABO HAS
MADE FOR AVENTIS?
> Sanofi-Synthelabo's offer for Aventis is a public tender offer which, if
successful, will result in Sanofi-Synthelabo taking control of Aventis through
the acquisition of a majority of the share capital and voting rights of Aventis.
Immediately after the completion of the offer, Aventis will continue to exist as
a separate company, which will be a subsidiary of Sanofi-Synthelabo; on this
basis, the integration of the two businesses will be able to start.
HOW CAN YOU TENDER AVENTIS SHARES TO THE SANOFI-SYNTHELABO OFFER?
> If you hold Aventis shares, your bank is going to contact you to ask if you
wish to tender them to the offer; if you do, you should return the reply form
which is attached to the letter from your bank within the specified time period.
If you hold Aventis shares through a mutual fund, you do not need to do
anything; the fund manager will decide whether to tender the fund's Aventis
shares in Sanofi-Synthelabo's offer.
IS IT TRUE TO SAY THAT THE DIVESTMENT OF ARIXTRA(R) AND FRAXIPARINE(R) TO GSK
IS SUBJECT TO THE SUCCESSFUL COMPLETION OF THE OFFER FOR AVENTIS?
> Yes, that is the case, the divestment of these products, their active
ingredients and their related assets (including the Notre Dame de Bondeville
facility) will only take place if and when the offer for Aventis is successfully
completed.
WHERE WILL THE HEADQUARTERS OF THE NEW GROUP BE LOCATED?
> The headquarters of the new Group will be located in Paris.
PLEASE EMAIL US YOUR
QUESTIONS
If you have a question,
please send a message
(preferably in French,
English or Spanish) to:
lalettrebleue@sanofi-synthelabo.com.
We will do our best to reply.
In accordance with article 7 of COB Regulation no. 2002-04, the present
document has been submitted to the Autorite des marches financiers ("AMF").
This communication contains forward-looking information and statements which are
not historical facts and which are subject to various risks and uncertainties,
many of which are difficult to predict and generally beyond the control of
Sanofi-Synthelabo, that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties
include those discussed or identified in the public filings with the United
States Securities Exchange Commission ("SEC") and the AMF. Other than as
required by applicable law, Sanofi-Synthelabo does not undertake any obligation
to update any forward-looking information or statements.
IMPORTANT INFORMATION
In connection with the proposed acquisition of Aventis, Sanofi-Synthelabo has
filed a registration statement on Form F-4 (File no. 333-112314), including a
prospectus and a prospectus supplement relating to the revised offer, and will
file additional documents with the Securities and Exchange Commission ("SEC").
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROSPECTUS
AND THE PROSPECTUS SUPPLEMENT RELATING TO THE REVISED OFFER, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ALL AMENDMENTS AND SUPPLEMENTS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Free copies of the registration
statement, as well as other relevant documents filed with the SEC, may be
obtained at the SEC's web site at www.sec.gov. The prospectus and the prospectus
supplement relating to the revised offer and other transaction-related documents
are being mailed to Aventis security holders eligible to participate in the U.S.
offer and additional copies may be obtained for free from MacKenzie Partners,
Inc., the information agent for the U.S. offer, at the following address: 105,
Madison Avenue, New York, New York 10016; telephone: 1-(212) 929-5500 (call
collect) or 1-(800) 322-2885 (toll-free call); e-mail
proxy@mackenziepartners.com.
In France, holders of Aventis securities are requested, with respect to the
offer, to refer to the prospectus supplement (note d'information
complementaire), which has been granted visa number 04-384 by the Autorite des
marches financiers ("AMF") and which is available on the website of the AMF
(www.amf-france.org) and without cost from: BNP Paribas Securities Services,
GIS-Emetteurs, Service Logistique, Les Collines de l'Arche, 75450 Paris Cedex 9
and to the recommendation statement (note d'information en reponse) of Aventis
which has been granted visa number 04-510 by the AMF.
The public offer to holders of Aventis ordinary shares located in Germany (the
"German Offer") is being made in accordance with applicable German law and
pursuant to an offer document/sales prospectus, which is available free of
charge at BNP Paribas Securities Services, Gruneburgweg 14, D-60322 Frankfurt am
Main (Fax: 069 - 152 05 277) and on the website of the Company
(www.sanofi-synthelabo.com). Any decision to tender Aventis ordinary shares in
exchange for Sanofi-Synthelabo ordinary shares under the German Offer must be
taken exclusively with regard to the terms and conditions of the German Offer,
as well as with regard to the information included in the offer document/sales
prospectus, including any amendments and supplements thereto, issued in Germany.
The French Offer, the U.S. Offer and the German Offer are being made on
substantially the same terms and completion of these offers is subject to the
same conditions. It is intended that the three offers will expire at the same
time.
Investors and security holders may obtain a free copy of the Form 20-F filed
with the SEC on April 2, 2004 and any other documents filed by Sanofi-Synthelabo
with the SEC at www.sec.gov as well as of the Reference Document filed with the
AMF on April 2, 2004 No. 04-0391 with the French Autorite des Marches Financiers
at www.amf-france.org or directly from Sanofi-Synthelabo on our web site at:
www.sanofi-synthelabo.com.
This communication does not constitute an offer to purchase or exchange or the
solicitation of an offer to sell or exchange any securities nor shall there be
any sale or exchange of securities in any jurisdiction (including Italy and
Japan) in which such offer, solicitation or sale or exchange would be unlawful
prior to the registration or qualification under the laws of such jurisdiction.
[SANOFI-SYNTHELABO LOGO]
BECAUSE HEALTH MATTERS
Direction de la Communication - 174, Avenue de France - 75013 Paris
Internal document - for Sanofi-Synthelabo employees only