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: August 12, 2004
On August 12, 2004, Sanofi-Synthelabo issued the following press release.
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.
* * * *
[SANOFI-SYNTHELABO LOGO]
[GRAPHIC] Investor Relations
BROAD SUCCESS OF SANOFI-SYNTHELABO'S OFFER FOR AVENTIS
BEFORE ANY SUBSEQUENT OFFERING PERIOD, SANOFI-SYNTHELABO
HOLDS 95.47% OF AVENTIS SHARE CAPITAL
PARIS, FRANCE -- AUGUST 12, 2004 -- Sanofi-Synthelabo (PARIS: SAN, NYSE: SNY)
announces that the French Autorite des marches financiers (AMF) today published
the definitive results of Sanofi-Synthelabo's offers for Aventis. These results
confirm that, as previously announced on August 9, 2004, as of the expiration of
the offers on July 30, 2004, in aggregate 769,920,773 Aventis ordinary shares
had been tendered into the French, German and U.S. offers (including 24,137,576
Aventis ordinary shares underlying the Aventis ADSs tendered into the U.S.
offer). In addition, 92,692 warrants issued by Aventis in 2002 and 164,556
warrants issued by Aventis in 2003 were tendered into the French offer.
These results indicate that 769,920,773 Aventis shares representing 95.47% of
the share capital and 95.52% of the voting rights of Aventis, on an issued and
outstanding basis as of July 31, 2004, have been tendered into the offers. After
giving effect to the offers, on a fully-diluted basis, Sanofi-Synthelabo will
hold 89.84% of the share capital and 89.88% of the voting rights of Aventis. The
AMF has therefore determined that the minimum tender condition to the offers has
been satisfied and that the offers have been successful. Accordingly,
Sanofi-Synthelabo will accept all the Aventis ordinary shares and warrants
tendered in the offers and expects that the settlement of the offers and the
delivery of the offer consideration in accordance with the terms of the offers
will occur in respect of tendered Aventis ordinary shares on Friday, August 20,
2004 and in respect of Aventis ADSs tendered in the U.S. offer no later than
Thursday, August 26, 2004 (to allow for necessary foreign exchange conversions).
Euronext Paris will publish the timetable for the settlement and delivery.
EFFECT OF PRORATION AND ALLOCATION.
According to the AMF's announcement, in aggregate 157,233,058 Aventis ordinary
shares were tendered for the standard entitlement, 75,690,733 Aventis ordinary
shares were tendered pursuant to an all stock election and 536,996,982 Aventis
ordinary shares were tendered pursuant to an all cash election. Because the
aggregate number of Aventis ordinary shares tendered pursuant to an all stock
election was less than 2.5512 times the
aggregate number of Aventis ordinary shares tendered pursuant to an all cash
election, the all cash election was oversubscribed. After applying the proration
and allocation procedures in the manner described in the offer documentation,
507,328,303 of the Aventis ordinary shares tendered pursuant to all cash
elections were deemed to have been tendered for the standard entitlement, with
the result that Sanofi-Synthelabo is acquiring the Aventis ordinary shares
tendered in the offers according to the following distribution:
o 664,561,361 for the standard entitlement;
o 75,690,733 pursuant to the all stock election; and
o 29,668,679 pursuant to the all cash election.
As a result of this allocation and proration, holders that tendered Aventis
ordinary shares (or Aventis ADSs) pursuant to an all cash election will receive
approximately (euro)21.89 in cash and 0.7872 of a Sanofi-Synthelabo share in
exchange for each Aventis ordinary share that they tendered (or an amount in
U.S. dollars equal to (euro)21.89 in cash and 1.5744 Sanofi-Synthelabo ADSs in
exchange for each Aventis ADS they tendered). However, it is important to note
that these per share figures do not take into account the effect of fractional
shares and may reflect the effect of rounding. The consideration that holders
will receive in exchange for Aventis ordinary shares (or Aventis ADSs) that they
tendered for the standard entitlement or pursuant to an all stock election will
not be subject to any adjustment and will be paid in the amounts described in
the offer documentation.
SUBSEQUENT OFFERING PERIOD FROM AUGUST 13, 2004 TO SEPTEMBER 6, 2004
Having obtained greater than two-thirds of the total share capital and voting
rights of Aventis, Sanofi-Synthelabo today announces that it will provide a
subsequent offering period in each of the French, German and U.S. offers of 17
French trading days. The terms and amount of the consideration offered in these
subsequent offering periods are identical to those offered during the initial
offering periods. The subsequent offering periods will commence on August 13,
2004 and expire on September 6, 2004, at 23:00 hr (Central European Summer Time)
for the French and German offers and simultaneously at 5:00 p.m. (Eastern
Daylight Time) for the U.S. offer.
Sanofi-Synthelabo currently expects that the AMF will publish the results of the
subsequent offering periods on or about September 16, 2004. Sanofi-Synthelabo
currently expects that the settlement date of the subsequent offering periods
will occur on or about September 24, 2004.
The proration and allocation adjustments described in the offer documentation
will continue to apply to elections made with respect to Aventis ordinary shares
tendered in the
subsequent offering period. However, as disclosed in the offer documentation,
the results of the application of these proration and allocation adjustments to
tenders in the subsequent offering period may differ from the results of their
application to tenders in the initial offering period ended July 30, 2004 that
are described in this press release.
MINORITY BUY-OUT OFFER AND COMPULSORY ACQUISITION; MERGER
At this time, no decision has been taken with respect to a possible minority
buy-out offer followed by a compulsory acquisition or with respect to a possible
merger of Aventis and Sanofi-Synthelabo.
DIVIDEND PAYMENT DATE
Under the terms of the offers, each Sanofi-Synthelabo ordinary share issued to
tendering holders of Aventis ordinary shares will entitle the holders (provided
they continue to hold the Sanofi-Synthelabo ordinary shares through payment) to
receive the dividend of (euro)1.02 that the shareholders of Sanofi-Synthelabo
approved for distribution in respect of Sanofi-Synthelabo's 2003 results. This
dividend will be paid on or about September 30, 2004, to the holders of the new
Sanofi-Synthelabo ordinary shares to be issued in exchange for Aventis ordinary
shares in the offers and, assuming it is paid on September 30, 2004, will be
paid to whoever holds those Sanofi-Synthelabo ordinary shares as of the close of
business on September 29, 2004. An interim dividend of (euro)0.97 per share has
already been distributed on the existing Sanofi-Synthelabo ordinary shares. The
balance of (euro)0.05 remaining on the 2003 dividend will also be paid on these
existing Sanofi-Synthelabo ordinary shares on September 30, 2004, to whoever
holds those existing Sanofi-Synthelabo ordinary shares as of the close of
business on September 29, 2004.
COMPANY RENAMED SANOFI-AVENTIS
On August 20, 2004, on settlement of the offers and acquisition of the Aventis
ordinary shares by Sanofi-Synthelabo, Aventis will become a controlled
subsidiary of Sanofi-Synthelabo. At that time, as previously disclosed,
Sanofi-Synthelabo will officially change its name to "Sanofi-Aventis".
DIRECTORS OF SANOFI-AVENTIS PROPOSED BY AVENTIS TO TAKE UP OFFICE
Also on settlement of the offers on August 20, 2004, the following eight
directors of Sanofi-Aventis will take office: Jean-Marc Bruel, Jurgen Dormann,
Jean-Rene Fourtou, Serge Kampf, Igor Landau, Hubert Markl, Klaus Pohle and
Hermann Scholl. As previously disclosed, each of these individuals was proposed
as a candidate by the Supervisory Board of Aventis and subsequently elected by
the shareholders of Sanofi-Synthelabo at their
annual general meeting on June 23, 2004, subject to the condition precedent that
the offers were settled.
In accordance with article 7 of the COB rule no. 2002-04, this press release was
transmitted to the Autorite des marches financiers (AMF) before its publication.
IMPORTANT INFORMATION
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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 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 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) which has been granted visa number 04-510.
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 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. The three offers expired at the same time.
This press release does not constitute an offer to purchase or exchange or the
solicitation of an offer to sell or exchange any securities of Aventis or an
offer to sell or exchange or the solicitation of an offer to buy or exchange any
securities of Sanofi-Synthelabo, nor shall there be any sale or exchange of
securities in any jurisdiction (including the United States, Germany, 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.
The distribution of this communication may, in some countries, be restricted by
law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. The
solicitation of offers to buy Sanofi-Synthelabo ordinary shares (including
Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo ADSs) in the
United States will only be made pursuant to a prospectus and related offer
materials that Sanofi-Synthelabo expects to send to holders of Aventis
securities. The Sanofi-Synthelabo ordinary shares (including Sanofi-Synthelabo
ordinary shares represented by Sanofi-Synthelabo ADSs) may not be sold, nor may
offers to buy be accepted, in the United States prior to the time the
registration statement becomes effective. No offering of securities shall be
made in the United States except by means of a prospectus meeting the
requirements of Section 10 of the United States Securities Act of 1933, as
amended.
FORWARD-LOOKING STATEMENTS
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This press release contains statements that constitute forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-Looking statements are statements that are not historical
facts. These statements include financial projections and estimates and their
underlying assumptions, statements regarding plans, objectives and expectations
with respect to future operations, products and services, and statements
regarding future performance. Forward-looking statements are generally
identified by the words "expect," "anticipates," "believes," "intends,"
"estimates" and similar expressions. Although Sanofi-Synthelabo's management
believes that the expectations reflected in such forward-looking statements are
reasonable, investors are cautioned that forward-looking information and
statements 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. The following factors, among other risks and uncertainties that are
described in our Form 20-F as filed with the SEC on April 2, 2004 and in the
Reference Document filed with the French Autorite des Marches Financiers on
April 2, 2004, could cause actual results to differ materially from those
described in the forward-looking statements: the ability of Sanofi-Synthelabo to
expand its presence profitably in the United States; the success of
Sanofi-Synthelabo's research and development programs; the ability of
Sanofi-Synthelabo to protect its intellectual property rights; and the risks
associated with reimbursement of health care costs and pricing reforms,
particularly
in the United States and Europe. Other than as required by applicable law,
Sanofi-Synthelabo does not undertake any obligation to provide updates or to
revise any forward-looking statements.
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 and may obtain the Reference Document filed with the
AMF on April 2, 2004 (No. 04-0391) and other documents filed with the AMF at
www.amf-france.org. Free copies may also be obtained directly from
Sanofi-Synthelabo on our web site at: www.sanofi-synthelabo.com.
INVESTOR RELATIONS DEPARTMENT
Philippe Goupit Director of Investor Relations
Arnaud Delepine Investor Relations Europe
Sanjay Gupta Investor Relations US
Anne d'Halluin-Sulzer Investor Relations
Loic Gonnet Investor Relations
CONTACTS:
E-mail: investor-relations@sanofi-synthelabo.com
Europe US
Tel: + 33 1 53 77 45 45 Tel.: + 1 212 551 40 18
Fax: + 33 1 53 77 42 96 Fax : + 1 646 487 40 18