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 16, 2004
On September 16, 2004, Sanofi-Aventis issued the following press
release.
In connection with its acquisition of Aventis, Sanofi-Aventis
(previously 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 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-AVENTIS LOGO]
BECAUSE HEALTH MATTERS
FINAL RESULTS OF SANOFI-AVENTIS' OFFER FOR AVENTIS
AFTER SUBSEQUENT OFFERING PERIOD, SANOFI-AVENTIS HOLDS 98.03% OF
AVENTIS SHARE CAPITAL
PARIS, FRANCE -- SEPTEMBER 16, 2004 -- Sanofi-Aventis (formerly known as
Sanofi-Synthelabo) (PARIS: SAN, NYSE: SNY) announces that the French Autorite
des marches financiers (AMF) today published the definitive results of
Sanofi-Aventis' offers for Aventis after the subsequent offering periods. These
results indicate that, as of the expiration of the subsequent offering periods
on September 6, 2004, in aggregate an additional 21,397,038 Aventis ordinary
shares had been tendered into the French, German and U.S. offers during the
subsequent offering periods (including an additional 709,640 Aventis ordinary
shares underlying the Aventis ADSs tendered during the subsequent offering
period of the U.S. offer).
When combined with the 769,920,773 Aventis shares tendered into the offers
during the initial offering period that ended on July 30, 2004, these results
indicate that Sanofi-Aventis will hold 791,317,811 Aventis shares representing
98.03% of the share capital and 98.09% of the voting rights of Aventis, based on
807,204,134 shares and 806,750,129 voting rights outstanding on August 31, 2004.
After giving effect to the offers, on a fully-diluted basis, Sanofi-Aventis will
hold 92.44% of the share capital and 92.49% of the voting rights of Aventis.
Sanofi-Aventis will accept all the Aventis ordinary shares tendered in the
offers during the subsequent offering periods and expects that the settlement of
the offers and the delivery of the offer consideration in accordance with the
terms of the offers will occur in respect of tendered Aventis ordinary shares on
Friday, September 24, 2004 and in respect of Aventis ADSs tendered in the U.S.
offer no later than Thursday, September 30, 2004 (to allow for necessary foreign
exchange conversions). Euronext Paris will publish the timetable for the
settlement and delivery.
EFFECT OF PRORATION AND ALLOCATION.
According to the AMF's announcement, during the subsequent offering period, in
aggregate 12,147,812 Aventis ordinary shares were tendered for the standard
entitlement, 4,771,829 Aventis ordinary shares were tendered pursuant to an all
stock election and 4,477,397 Aventis ordinary shares were tendered pursuant to
an all cash election. Because the aggregate number of Aventis ordinary shares
tendered pursuant to an all stock election was less than 2.5512 times the
aggregate number of Aventis ordinary shares tendered pursuant to an all cash
election, the all cash election was oversubscribed. After applying the proration
and allocation procedures in the manner described in the offer documentation,
2,606,972 of the Aventis ordinary shares tendered in the subsequent offering
period pursuant to all cash elections were deemed to have been tendered for the
standard
entitlement, with the result that Sanofi-Aventis is acquiring the Aventis
ordinary shares tendered in the subsequent offering period according to the
following distribution:
o 14,754,784 for the standard entitlement;
o 4,771,829 pursuant to the all stock election; and
o 1,870,425 pursuant to the all cash election.
As a result of this allocation and proration, holders that tendered Aventis
ordinary shares (or Aventis ADSs) pursuant to an all cash election will receive
the all cash consideration of (euro)68.11 per Aventis ordinary share (or an
amount in U.S. dollars equal to (euro)68.11 per Aventis ADS) in respect of only
41.836% of the Aventis securities that they tendered during the subsequent
offering period and will receive the standard entitlement of (euro)19.18 in cash
and 0.8333 of a Sanofi-Aventis ordinary share for each Aventis ordinary share
(or an amount in U.S. dollars equal to (euro)19.18 in cash and 1.6667
Sanofi-Aventis ADSs in exchange for each Aventis ADS) in respect of 58.164% of
the Aventis securities that they tendered during the subsequent offering period.
However, it is important to note that these figures do not take into account the
effect of fractional shares and reflect the effect of rounding. The
consideration that holders will receive in exchange for Aventis ordinary shares
(or Aventis ADSs) that they tendered for the standard entitlement or pursuant to
an all stock election will not be subject to any adjustment and will be paid in
the amounts described in the offer documentation.
As previously disclosed, the results of the application of the proration and
allocation adjustments to tenders in the subsequent offering period differ from
the results of their application to tenders in the initial offering period ended
July 30, 2004, which were described in our press release dated August 12, 2004.
In aggregate, taking into account the 769,920,773 Aventis ordinary shares
acquired in connection with the initial offering period ended July 30, 2004 and
the 21,397,038 Aventis ordinary shares to be acquired in connection with the
subsequent offering period ended September 6, 2004, Sanofi-Aventis will have
acquired 791,317,811 Aventis ordinary shares according to the following
distribution:
o 679,316,145 for the standard entitlement;
o 80,462,562 pursuant to the all stock election; and
o 31,539,104 pursuant to the all cash election.
DIVIDEND PAYMENT DATE
Under the terms of the offers, each Sanofi-Aventis ordinary share issued to
tendering holders of Aventis ordinary shares will entitle the holders (provided
they continue to hold the Sanofi-Aventis ordinary shares through payment) to
receive the dividend of (euro)1.02 that the shareholders of Sanofi-Aventis
approved for distribution in respect of Sanofi-Aventis's 2003 results. This
dividend will be paid on September 30, 2004, to the holders of the new
Sanofi-Aventis ordinary shares as of the close of business on September 29,
2004. An interim dividend of (euro)0.97 per share has already been distributed
on the existing Sanofi-Aventis ordinary shares. The balance of (euro)0.05
remaining on the 2003 dividend will also be paid on these existing
Sanofi-Aventis ordinary shares on
September 30, 2004, to whomever holds those existing Sanofi-Aventis ordinary
shares as of the close of business on September 29, 2004.
STUDY OF MERGER OF AVENTIS WITH AND INTO SANOFI-AVENTIS
As previously announced, following the acquisition of control of Aventis by
Sanofi-Aventis on August 20, 2004, and in order to create a more streamlined
legal structure that better reflects the operational organization of the new
Group, the Board of Directors of Sanofi-Aventis, at a meeting held on August 30,
2004, authorized the study of a merger of Aventis with and into Sanofi-Aventis
with Sanofi-Aventis continuing as the surviving corporation in the merger, on
the basis of an exchange ratio of 1.1739 Sanofi-Aventis ordinary shares for each
Aventis ordinary share (which is equivalent to exchange ratio pursuant to the
all share election in the offers, before the adjustment in respect of 2003
Aventis dividend). The study would contemplate completion of the merger by the
end of 2004.
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 its acquisition of Aventis, Sanofi-Aventis 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 have been 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") has been 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
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 subsequent offering periods in 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-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
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.
Forward-Looking Statements
--------------------------
This press release contains forward-looking information and statements about
Sanofi-Aventis, Aventis and their combined businesses after completion of the
acquisition. 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-Aventis' management
believes that the expectations reflected in such forward-looking statements are
reasonable, investors and holders of Aventis securities 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-Aventis, 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. These risks and uncertainties
include those discussed or identified in the public filings with the SEC and the
AMF made by Sanofi-Aventis and Aventis, including those listed under "Cautionary
Statement Concerning Forward-Looking Statements" and "Risk Factors" in the
prospectus/offer to exchange included in the registration statement on Form F-4
that Sanofi-Aventis has filed with the SEC (File no: 333-112314). Other than as
required by applicable law, Sanofi-Aventis does not undertake any obligation to
update or revise any forward-looking information or 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-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