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, June 14  /PRNewswire-FirstCall/ -- 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 euro 0.82 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
                           euro 115.08 in cash for 6 Aventis ordinary shares
                           (or 0.8333 of a Sanofi-Synthelabo ordinary share
                           and euro 19.18 in cash for each Aventis ordinary
                           share; and 1.6667 Sanofi-Synthelabo ADSs and an
                           amount in U.S. dollars equal to euro 19.18 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:     euro 68.11 in cash for each Aventis ordinary
                           share (or an amount in U.S. dollars equal to
                           euro 68.11 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 (no. 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 Autorite des marches financiers (AMF) before its
publication.

Important Information:  In connection with the proposed acquisition of Aventis,
Sanofi-Synthelabo 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 http://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-[phone] (toll- free call); e-mail .

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 Autorite des
marches financiers ("AMF") and which is available on the website of the AMF
(http://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") 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
(http://www.sanofi-synthelabo.com/).  Any decision to tender Aventis ordinary
shares in exchange for Sanofi-Synthelabo 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-Synthelabo with the SEC at http://www.sec.gov/ as well as of the
Reference Document filed with the AMF on April 2, 2004 (No. 04-0391) at
http://www.amf-france.org/ or directly from Sanofi-Synthelabo on our web site
at: http://www.sanofi-synthelabo.com/.

   CONTACT:  Jean-Marc Podvin
             Vice President, Media Relations
             Sanofi-Synthelabo
             [phone]


DATASOURCE: Sanofi-Synthelabo



CONTACT:  Jean-Marc Podvin, Vice President, Media Relations of

Sanofi-Synthelabo, [phone]



Web site:  http://www.sanofi-synthelabo.com/ 



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