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: October 14, 2004
On September 14, 2004, Sanofi-Aventis issued the following press release.
In connection with the proposed merger of Aventis with and into
sanofi-aventis, sanofi-aventis intends to file a post-effective amendment to its
registration statement on Form F-4 (File no. 333-112314), which will include a
prospectus relating to the merger, and will file additional documents with the
SEC. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING ANY
PRELIMINARY PROSPECTUS OR DEFINITIVE PROSPECTUS (WHEN AVAILABLE) RELATING TO THE
MERGER, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS, BECAUSE THEY WILL 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. At the
appropriate time, sanofi-aventis will provide investors with information on how
to obtain any merger-related documents for free from sanofi-aventis or from its
duly appointed agents.
* * * *
[SANOFI-AVENTIS LOGO]
Paris, October 14, 2004
PROPOSED MERGER OF AVENTIS INTO SANOFI-AVENTIS
The Management Board of Aventis at its meeting on October 13, 2004, and the
Supervisory Board of Aventis and the Board of Directors of sanofi-aventis at
their respective meetings on October 14, 2004, have each approved the terms of a
plan of merger of Aventis with and into sanofi-aventis. The decision to study a
plan of merger was previously announced on August 31, 2004.
The proposed merger follows sanofi-aventis' offer in the first half of 2004 to
acquire Aventis and thereby create the largest pharmaceuticals group in Europe
and the third largest pharmaceuticals group in the world, today giving
sanofi-aventis 97.98% of Aventis' share capital and 98.02% of its voting rights.
A merger is a logical step in the integration process, simplifying the group's
legal structures. It will allow Aventis shareholders to benefit from the market
liquidity of sanofi-aventis.
The merger exchange ratio has been set at 27 sanofi-aventis ordinary shares for
23 Aventis ordinary shares, substantially equivalent to the exchange ratio
offered in the all stock election in the public tender offer before the
adjustment in respect of the Aventis 2003 dividend (or 1.1739). This ratio has
been determined on the basis of the same set of analyses used to set the
exchange ratio in the all-stock election and is currently under review by the
merger auditors appointed in connection with the proposed merger.
The resolutions required for the approval of the proposed merger will be
submitted to the respective extraordinary general meetings planned for December
13, 2004 on the first call for Aventis and sanofi-aventis, and for December 23,
2004 on the second call for sanofi-aventis.
The proposed merger will be the subject of an information document (the
"Document E"), which will be registered with the French Autorite des marches
financiers and a registration statement filed with the U.S. Securities and
Exchange Commission.
ABOUT SANOFI-AVENTIS The sanofi-aventis Group is the world's 3rd largest
pharmaceutical company, ranking number 1 in Europe. Backed by a world-class R&D
organization, sanofi-aventis is developing leading positions in seven major
therapeutic areas: cardiovascular disease, thrombosis, oncology, diabetes,
central nervous system, internal medicine, vaccines. The sanofi-aventis Group is
listed in Paris (EURONEXT : SAN) and in New York (NYSE : SNY).
Senior Vice President, Corporate Communications:
Nicole Cranois - Vice President, Media Relations: Jean-Marc Podvin
Tel.:+33 1.53.77.42.23 - Fax: +33 1.53.77.42.65 -
174, avenue de FRANCE - 75013 Paris - France -
www.sanofi-aventis.com
[PRESS RELEASE GRAPHIC APPEARS AT RIGHT-HAND SIDE OF PAGE]
Important Information
---------------------
In connection with the proposed merger of Aventis with and into sanofi-aventis,
sanofi-aventis intends to file a post-effective amendment to its registration
statement on Form F-4 (File no. 333-112314), which will include a prospectus
relating to the merger, and will file additional documents with the SEC.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING ANY
PRELIMINARY PROSPECTUS OR DEFINITIVE PROSPECTUS (WHEN AVAILABLE) RELATING TO THE
MERGER, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS, BECAUSE THEY WILL 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. At the
appropriate time, sanofi-aventis will provide investors with information on how
to obtain any merger-related documents for free from sanofi-aventis or from its
duly appointed agents.
As agreed with the Autorite des marches financiers (AMF), a draft of the French
prospectus relating to the merger (Document E), which has not yet been approved
by the AMF, will be made available, free of charge, at the sanofi-aventis
website, www.sanofi-aventis.com, from the time that the documentation filed with
the SEC is available on the website of the SEC. INVESTORS SHOULD BE AWARE THAT
THE FRENCH DOCUMENT WHICH WILL BE AVAILABLE ON THE SANOFI-AVENTIS WEBSITE IS
ONLY A DRAFT OF THE FRENCH PROSPECTUS (DOCUMENT E) AND THAT IT REMAINS SUBJECT
TO CHANGE, IN PARTICULAR IN RESPONSE TO COMMENTS FROM THE AMF. THEREFORE, IT IS
STRONGLY RECOMMENDED THAT INVESTORS READ THE DEFINITIVE VERSION OF THE FRENCH
PROSPECTUS (DOCUMENT E) WHICH WILL BE AVAILABLE ON-LINE ON THE WEBSITES OF THE
AMF AND OF SANOFI-AVENTIS AFTER IT HAS BEEN APPROVED BY THE AMF.
Senior Vice President, Corporate Communications:
Nicole Cranois - Vice President, Media Relations: Jean-Marc Podvin
Tel.:+33 1.53.77.42.23 - Fax: +33 1.53.77.42.65 -
174, avenue de FRANCE - 75013 Paris - France -
www.sanofi-aventis.com
[PRESS RELEASE GRAPHIC APPEARS AT RIGHT-HAND SIDE OF PAGE]