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: September 3, 2004
On September 3, 2004, Sanofi-Aventis (formerly known as
Sanofi-Synthelabo) published the following advertisement in the Financial Times
-- European Edition summarizing the results of Sanofi-Synthelabo for the first
half of 2004.
In connection with its 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-SYNTHELABO HALF-YEARLY RESULTS 2004
[Side Bar Text]
CONSOLIDATED SALES GROWTH ON COMPARABLE BASIS + 18.9%
OPERATING PROFIT + 24.6%
NET INCOME BEFORE EXECPTIONAL ITEMS AND GOODWILL + 20.0%
EARNINGS PER SHARE BEFORE EXECPTIONAL ITEMS AND GOODWILL + 21.6.0%
[Main Body of Advertisement]
EXCELLENT FIRST HALF OF 2004 FOR SANOFI-SYNTHELABO
STRONG GROWTH IN EPS* IN THE FIRST HALF OF 2004
21.6% ON A REPORTED BASIS, 32.8% AT 2003 EXCHANGE RATES
* Earnings per share before exceptional items and goodwill amortization
- Strong sales growth:
* CONSOLIDATED NET SALES: UP 18.9% on a comparable basis (14.3% on a
reported basis) at 4,460 million euros.
* DEVELOPED SALES(1): UP 25.5% on a comparable basis at 5,832 million euros
- IMPROVEMENT OF 1.3 POINTS IN GROSS MARGIN (1.6 POINTS at 2003 exchange rates
(2)).
- R&D investment maintained, with a rise of 13.4% (16.6% at 2003 exchange
rates(2)).
- Sales and marketing spend maintained across all markets, especially in the
United States
- STRONG GROWTH IN OPERATING PROFIT OF 24.6% (34.9% at 2003 exchange rates(2))
- 20.6% ADVANCE IN NET INCOME (31.9% at 2003 exchange rates(2)) to 1,138
million euros
- 20.0% GROWTH IN NET INCOME before exceptional items and goodwill
amortization (31.2% at 2003 exchange rates(2)) to 1,136 million euros
- EPS(3) OF 1.63 EUROS, A RISE OF 21.6% (32.8% at 2003 exchange rates)
BROAD SUCCESS OF THE OFFER FOR AVENTIS
- 95.47% of the capital of Aventis tendered into the offer
OUTLOOK FOR 2004
- FIRST HALF PERFORMANCE FULLY SUPPORTS SANOFI-SYNTHELABO'S 2004 FORECASTS(4)
(excluding Aventis acquisition)
- CONFIRMATION OF THE ACCRETIVE EFFECT OF THE DEAL ON SANOFI-AVENTIS PROFORMA
NET ADJUSTED INCOME PER SHARE
FURTHER HIGHLY FAVORABLE RESULTS FOR ACOMPLIA(TM)
- CONFIRMATION OF EXCELLENT RISK/BENEFIT PROFILE OF ACOMPLIA(TM), WITH THE
PRESENTATION TO THE ESC(5) OF VERY FAVORABLE ONE-YEAR RESULTS FROM THE
RIO-EUROPE STUDY
[FOOTNOTES]
(1) Developed sales include Sanofi-Synthelabo consolidated sales and sales
generated under the agreements with Bristol-Myers Squibb on
Plavix(R)/Iscover(R) (clopidogrel) and Aprovel(R) /Avapro(R)/Karvea(R)
(irbesartan), and with Fujisawa on Stilnox(R)/Myslee(R) (zolpidem)
(2) Average real exchange rate for the first half of 2003
(3) Before exceptional items and goodwill amortization
(4) Barring major adverse events, based on the current Group structure, and
excluding the combination with Aventis: 1) a similar level of consolidated
sales growth, on a comparable basis, to that achieved in 2003; 2) at an
exchange rate of 1.25 dollars to the euro, an increase in earnings per
share of around 15% before exceptional items and goodwill amortization
(5) European Society of Cardiology
SANOFI-SYNTHELABO CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
IN MILLIONS OF EUROS H1 2004 H1 2003 CHANGE
--------------------------------------------------------------------------------
Net sales 4,460 3,903 +14.3%
GROSS PROFIT 3,660 3,153 +16.1%
Research and development expenses (704) (621) +13.4%
OPERATING PROFIT 1,733 1,391 +24.6%
NET INCOME* 1,138 944 +20.6%
NET INCOME* 1,136 947 +20.0%
EARNINGS PER SHARE* (IN EUROS) 1.63 1.34 +21.6%
EARNINGS PER SHARE (IN EUROS) 1.63 1.34 +21.6%
--------------------------------------------------------------------------------
* before exceptional items and goodwill amortization
This advertisement contains projections and other statements that are not
historical facts, which are subject to various risks and uncertainties (many of
which are difficult to predict and generally beyond the control of
Sanofi-Aventis) that could cause actual results and developments to differ
materially from those expressed, or implied or projected. These risks and
uncertainties include those discussed in our filings with the United States
Securities and Exchange Commission (SEC) and the French Autorite des marches
financiers (AMF). Other than as required by applicable law, Sanofi-Aventis does
not undertake any obligation to update any statement that is not a historical
fact.
IMPORTANT INFORMATION. In connection with its acquisition of Aventis,
Sanofi-Aventis (formerly known as Sanofi-Synthlebo) 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
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 and also 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.
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 each of
these three offers will expire at the same time.
This advertisement is not an offer to sell or exchange any securities and it is
not soliciting an offer to buy or exchange any securities, nor shall there be
any sale, purchase or exchange of securities in any jurisdiction (including
Italy and Japan) in which such offer, solicitation, sale, purchase or exchange
is not permitted or would be unlawful prior to registration or qualification
under the laws of any such jurisdiction.
In accordance with article 7 of the COB rule no. 2002-04, this advertisement was
transmitted to the AMF before its dissemination. The complete press release is
available at www.sanofi-synthelabo.com.
UNLESS OTHERWISE INDICATED, GROWTH RATES ARE ON A COMPARABLE BASIS
GROUPE SANOFI-AVENTIS
FOR FURTHER INFORMATION:
INVESTOR RELATIONS - 174, AVENUE DE FRANCE - 75013 PARIS - FRANCE
TEL.: + 33 (1) 53 77 45 45 - FREEPHONE NUMBER: 00 800 07 58 76
WWW.SANOFI-SYNTHELABO.COM