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: May 5, 2004
On May 5, 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/offer to exchange 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/OFFER TO EXCHANGE, THE RELATED EXCHANGE OFFER MATERIALS AND THE
STATEMENT ON SCHEDULE TO, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS (INCLUDING ANY SUPPLEMENT RELATING TO
SANOFI-SYNTHELABO'S REVISED OFFER), BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors and holders of Aventis securities may obtain free copies of the
registration statement, the prospectus/offer to exchange 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/offer to exchange 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. In
connection with its revised offer, Sanofi-Synthelabo intends to distribute a
supplement to the prospectus/offer to exchange as soon as practicable.
* * * *
[SANOFI-SYNTHELABO LOGO]
[GRAPHIC] INVESTOR RELATIONS Paris, May 5th, 2004
SANOFI-SYNTHELABO'S OFFER FOR AVENTIS
REQUEST FOR ADDITIONAL INFORMATION FROM THE FEDERAL TRADE COMMISSION
As previously disclosed, Sanofi-Synthelabo has engaged in a dialogue with the
FTC on its offer for Aventis since December 2003. Sanofi-Synthelabo has fully
cooperated with the FTC's investigation. As has been previously reported,
Sanofi-Synthelabo has agreed to divest Arixtra and Fraxiparine to
GlaxoSmithKline with the condition of the success of the offer to resolve an FTC
concern.
On April 26, 2004, Sanofi-Synthelabo announced an increased offer, which has
been recommended by Aventis Supervisory Board. This increased offer is not
subject to the condition precedent of the expiration or termination of the
applicable waiting period under the US Hart-Scott-Rodino Antitrust Improvements
Act.
Sanofi-Synthelabo's Hart-Scott-Rodino notification form was filed with the FTC
on April 5, 2004 and the initial 30-day HSR waiting period expires on May 5,
2004. As is standard practice when investigating a friendly transaction of this
significance, the FTC has today issued a "second request" for information to
enable it to complete its ongoing investigation of Sanofi-Synthelabo's offer.
Sanofi-Synthelabo and Aventis will fully cooperate with the FTC's investigation
to resolve all remaining issues as promptly as possible.
Sanofi-Synthelabo does not expect that resolution of the issues being discussed
with the FTC will have any material impact on the business of the future group.
Sanofi-Synthelabo does not expect the FTC's issuance of the second request to
delay or otherwise affect the completion of its exchange offer for Aventis,
which is expected to occur on or before the end of the second quarter of 2004.
In accordance with article 7 of the COB rule no. 2002-04, this document was
transmitted to the Autorite des marches financiers (AMF) before its publication.
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/offer to exchange, and will file additional
documents with the United States Securities and Exchange Commission (SEC)
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE
PROSPECTUS/OFFER TO EXCHANGE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING ALL AMENDMENTS AND SUPPLEMENTS (INCLUDING ANY SUPPLEMENT RELATING
TO ITS REVISED OFFERS), 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/offer to exchange 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. In
connection with its revised offer, Sanofi-Synthelabo intends to distribute a
supplement to the prospectus/offer to exchange as soon as practicable.
In France, holders of Aventis securities are requested, with respect to the
offer, to refer to the prospectus (note d'information), which has been granted
visa number 04-0090 by the AMFand 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 all other appropriate documents relating to the French offer filed with
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 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) at WWW.AMF-FRANCE.ORG or 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
CONTACTS:
E-mail: investor-relations@sanofi-synthelabo.com
Europe US
Tel: + 33 1 53 77 45 45 Tel: +1 212 551 42 93
Fax: + 33 1 53 77 42 96 Fax: +1 212 551 49 92