SANOFI-SYNTHELABO'S OFFER FOR AVENTIS - ADJUSTMENT OF OFFER TERMS ON APPROVAL OF AVENTIS DIVIDEND
SANOFI-SYNTHELABO'S OFFER FOR AVENTIS - ADJUSTMENT OF OFFER TERMS ON APPROVAL OF AVENTIS DIVIDEND Paris, France - June 14, 2004 - Sanofi-Synthelabo (PARIS: SAN, NYSE: SNY) announces that at the Aventis (PARIS: AVE, FRANKFURT: AVE.ETR, NYSE: AVE) annual general meeting held on June 11, 2004, the shareholders of Aventis voted to approve Aventis's 2003 dividend in the amount of E0.82 per share, with an ex-dividend date of June 15, 2004 and a payment date of July 15, 2004. As a result, in accordance with the terms of Sanofi-Synthelabo's revised offer for Aventis, the terms of Sanofi-Synthelabo's offer for Aventis have been adjusted in the following manner: · Standard entitlement: 5 Sanofi-Synthelabo ordinary shares and E115.08 in cash for 6 Aventis ordinary shares (or 0.8333 of a Sanofi-Synthélabo ordinary share and E19.18 in cash for each Aventis ordinary share; and 1.6667 Sanofi-Synthelabo ADSs and an amount in U.S. dollars equal to E19.18 in cash for each Aventis ADS) · All stock election: 1.1600 Sanofi-Synthelabo ordinary shares for each Aventis ordinary share (or 2.3200 Sanofi-Synthelabo ADSs for each Aventis ADS) · All cash election: E68.11 in cash for each Aventis ordinary share (or an amount in U.S. dollars equal to E68.11 in cash for each Aventis ADS). This adjustment is more fully described in Section 1.3.2(a) "Terms of the New Offer for Aventis Shares" in the French prospectus supplement that obtained the AMF's visa (n°04-384) on May 7, 2004 and under the section entitled "The Revised U.S. Offer - Consideration Offered after Approval of Aventis Dividends" in the U.S. prospectus supplement dated May 27, 2004. In accordance with article 7 of the COB rule no. 2002-04, this press release was transmitted to the Autorité des marchés financiers (AMF) before its publication. Important Information: In connection with the proposed acquisition of Aventis, Sanofi-Synthélabo 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 complémentaire), which has been granted visa number 04-384 by the Autorité des marchés financiers ("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 réponse) 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, Grüneburgweg 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-Synthélabo 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 three offers will expire at the same time. 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-Synthélabo with the SEC at www.sec.gov as well as of the Reference Document filed with the AMF on April 2, 2004 (N° 04-0391) at www.amf-france.org or directly from Sanofi-Synthélabo on our web site at: www.sanofi-synthelabo.com. ------------------------------------------------------------ Ytterligere informasjon kan hentes på følgende hjemmeside: http://www.waymaker.no Nedenstående filer kan lastes ned: http://www.waymaker.net/bitonline/2004/06/14/20040614BIT20840/wkr0006.pdf Pressemelding på engelsk i pdf format