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 9, 2004
On August 9, 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
SANOFI-SYNTHELABO'S OFFER FOR AVENTIS
PROVISIONAL RESULTS OF THE OFFERS
PARIS, FRANCE -- AUGUST 9, 2004 -- Sanofi-Synthelabo (PARIS: SAN, NYSE: SNY)
announces that the French Autorite des marches financiers (AMF) today published
the provisional results of its offers for Aventis. These results indicate that,
as of the expiration of the offers, in aggregate 769,920,773 Aventis shares had
been tendered into the French, German and U.S. offers, including the Aventis
shares underlying 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. On a
fully-diluted basis, Aventis shares representing 89.84% of the share capital and
89.88% of the voting rights of Aventis have been tendered. If these provisional
results are confirmed by the AMF in its notice of the definitive results, the
minimum tender condition will be satisfied and Sanofi-Synthelabo's offers will
be successful.
Sanofi-Synthelabo expects that the AMF will announce the definitive results of
the offers on August 12, 2004. These definitive results will include the
definitive results of the mix-and-match elections and any necessary allocation
and proration as a result of the oversubscription of either the all cash
election or the all stock election.
Sanofi-Synthelabo expects that the settlement of the offers and the delivery of
the offer consideration in respect of tendered Aventis ordinary shares will
occur 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 the necessary
foreign exchange conversions).
Assuming the definitive results confirm these provisional results, as previously
disclosed, Sanofi-Synthelabo intends to provide a subsequent offering period of
at least 10 French trading days. Sanofi-Synthelabo expects to publish the timing
of the subsequent offering period on or about August 12, 2004, after it has been
set by the AMF.
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
---------------------
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
--------------------------
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