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: December 23, 2004
On December 23, 2004, Sanofi-Aventis issued the following press
release.
In connection with the proposed merger of Aventis with and into
Sanofi-Aventis, Sanofi-Aventis has filed a post-effective amendment to its
registration statement on Form F-4 (File no. 333-112314), which includes a
definitive prospectus relating to the Sanofi-Aventis shares to be issued to
Aventis shareholders resident in the U.S. in connection with the proposed
merger, and may file additional documents with the SEC. Investors are urged to
read the registration statement, including the definitive prospectus, 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. The prospectus relating to
the Sanofi-Aventis shares to be issued to Aventis shareholders in connection
with the proposed merger has been mailed to Aventis security holders resident in
the U.S. and additional copies may be obtained for free from MacKenzie Partners,
Inc., the U.S. information agent for the merger, 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 LOGO]
APPROVAL OF THE MERGER OF AVENTIS WITH AND INTO SANOFI-AVENTIS
Sanofi-aventis announces that on December 23, 2004, the extraordinary general
meeting of its shareholders approved all resolutions relating to the proposed
merger of Aventis with and into sanofi-aventis, including the exchange ratio of
27 sanofi-aventis shares for 23 Aventis shares.
The Aventis shareholders having approved all the resolutions relating to this
merger on December 13, 2004, all of the conditions precedent provided in the
merger agreement have been satisfied, and the merger will take effect on
December 31, 2004.
The merger, which is intended to help align the legal structure of the group
with its operating structure, is a logical follow-on to Sanofi-Synthelabo's
public offer for Aventis and represents an important step for the group.
IMPORTANT INFORMATION.
In connection with the merger of Aventis with and into Sanofi-Aventis,
Sanofi-Aventis has filed a post-effective amendment to its registration
statement on Form F-4 (File no. 333-112314), which includes a definitive
prospectus relating to the Sanofi-Aventis shares to be issued to Aventis
shareholders resident in the U.S. in connection with the proposed merger, and
may file additional documents with the SEC. Investors are urged to read the
registration statement, including the definitive prospectus, 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. The prospectus relating to the
Sanofi-Aventis shares to be issued to Aventis shareholders in connection with
the proposed merger has been mailed to Aventis security holders resident in the
U.S. and additional copies may be obtained for free from MacKenzie Partners,
Inc., the U.S. information agent for the merger, 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 and Aventis have prepared a prospectus (SCHEMA E) registered with
the French AUTORITE DES MARCHES FINANCIERS (AMF) under reference number E.04-200
on November 9, 2004, which constitutes an annex to the reports of the board of
directors of sanofi-aventis and of the management board of Aventis presented to
the general meetings of the shareholders of sanofi-aventis and Aventis that will
vote on the merger of Aventis with and into sanofi-aventis. This prospectus
contains information on the merger and its consequences and contemplates the
subsequent listing on the Premier marche of Euronext Paris of the shares to be
issued in connection with the merger. It is strongly recommended that
shareholders and investors read this prospectus which is available at the
registered offices of sanofi-aventis and Aventis as well as on the internet
websites of sanofi-aventis (www.sanofi-aventis.com) and the AMF
(www.amf-france.org). A copy of the prospectus may also be obtained free of
charge by mail from BNP Paribas Securities Services, GIS Emetteurs, Service
assemblees, Immeuble Tolbiac, 75450 Paris Cedex 09. Investors and shareholders
may also obtain any other document filed or registered by sanofi-aventis or
Aventis, respectively, free of charge from the AMF at its website
(www.amf-france.org) or directly from sanofi-aventis or Aventis, as the case may
be, at the internet websites of www.sanofi-aventis.com and www.Aventis.com,
respectively
Investor Relations Department
Europe Tel: + 33 1 53 77 45 45 US Tel: + 1 212 551 40 18
E-mail : IR@sanofi-aventis.com