Filed by Sanofi-Aventis
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 30, 2004
On August 30, 2004, Sanofi-Aventis (formerly known as
Sanofi-Synthelabo) issued the following press release.
In connection with the proposed acquisition of Aventis, Sanofi-Aventis
(formerly known as 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-Aventis ordinary shares (including Sanofi-Aventis ordinary shares
represented by Sanofi-Aventis 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 have been 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-AVENTIS
INVESTOR RELATIONS
OLIVIER JACQUESSON BECOMES HEAD OF BUSINESS DEVELOPMENT
PARIS, AUGUST 30TH 2004 - Thomas HOFSTAETTER will be replaced by Olivier
JACQUESSON to head the Business Development division. He will be a member of the
Sanofi-Aventis Management Committee and will report directly to Jean-Francois
DEHECQ, Chairman and CEO.
Olivier JACQUESSON has had a long career within the Group he joined in 1976. He
was head of the Roussel-Uclaf subsidiaries in Belgium and Mexico. After having
managed several divisions, he became head of Roussel-Uclaf worldwide. Since
1997, he has managed the France-based businesses of Hoechst Marion Roussel and
then the marketing activities of Aventis in France.
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-Aventis (formerly
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-Aventis 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 subsequent offering periods in the
three offers will expire at the same time.
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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-Aventis, 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-Aventis ordinary shares (including
Sanofi-Aventis ordinary shares represented by Sanofi-Aventis ADSs) in the United
States will only be made pursuant to a prospectus and related offer materials
that Sanofi-Aventis expects to send to holders of Aventis securities. The
Sanofi-Aventis ordinary shares (including Sanofi-Aventis ordinary shares
represented by Sanofi-Aventis 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.
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-Aventis
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-Aventis 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
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