Stmnt re Sanofi-Synthelabo

RNS Number:6136U
Total S.A.
26 January 2004

2, place de la Coupole 
La Defense 6
92 400 Courbevoie France 
Fax: [phone]

Catherine ENCK 
Tel. :[phone]
Patricia MARIE 
Tel. :[phone]
Paul FLOREN 
Tel. :[phone]
Christine de CHAMPEAUX 
Tel. :[phone]
Laurence FRANCISCO 
Tel. :[phone]
Bertille ARON 
Tel. :[phone]
Isabelle CABROL
Tel. :[phone]
Charles-Edouard ANFRAY 
Tel. :[phone]
Franklin BOITIER 
Tel. :[phone]

TOTAL S.A.
Capital 6 491 182 360 euros
542 051 180 R.C.S. Nanterre
www.total.com



             Total approves the offer by Sanofi-Synthelabo

Paris, January 26, 2004 - Sanofi-Synthelabo has just announced a public offer 
for the shares of Aventis. This operation would lead to the creation of the No.1
player in the pharmaceutical industry in Europe and No.3 worldwide.

Total has approved this offer and will approve the capital increase that will be 
submitted to the general meeting of the shareholders of Sanofi-Synthelabo.
 




Total is the fourth largest oil and gas company in the world with operations in
more than 130 countries. Total's activities cover the whole energy chain of the
petroleum industry: exploration, oil and gas production, refining and marketing, 
trading and power generation. The Group is also a major player in chemicals 
through its chemicals branch, Atofina. Total has 121,500 employees worldwide. 
More information can be found on the company's website: www.total.com


Important Information

In connection with the proposed acquisition of Aventis, Sanofi-Synthelabo will 
file with the United States Securities and Exchange Commission (SEC), a 
registration statement on Form F-4, which will include a preliminary prospectus 
and related exchange offer materials, to register the Sanofi-Synthelabo ordinary 
shares (including Sanofi-Synthelabo ordinary shares represented by 
Sanofi-Synthelabo 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, as well as a Statement on Schedule TO. Investors and 
holders of Aventis securities are strongly advised to read the registration 
statement and the preliminary prospectus, the related exchange offer materials 
and the final prospectus (when available), the Statement on Schedule TO and any 
other relevant documents filed with the SEC, as well as any amendments and 
supplements to those documents, because they will contain important information. 
Investors and holders of Aventis securities may obtain free copies of the 
registration statement, the preliminary and final prospectus and related 
exchange offer materials and the Statement on Schedule TO (when available), as 
well as other relevant documents filed with the SEC, at the SEC's web site at 
www.sec.gov  and will receive information at an appropriate 
time on how to obtain transaction-related documents for free from 
Sanofl-Synthelabo or its duly designated agent. At the appropriate time, 
Sanofl-Synthelabo will issue an offer prospectus in accordance with German law, 
which will be the only document applicable in connection with the public offer 
made by Sanofi-Synthelabo to holders of Aventis ordinary shares located in 
Germany (the "German Offer"). Any decision to tender Aventis ordinary shares in 
exchange for Sanofl-Synthelabo ordinary shares under the German Offer must be 
taken exclusively with regard to the terms and conditions of the German Offer, 
when it is commenced, as well as with regard to the information included in the 
offer prospectus which will be issued in Germany.

This communication is for information purposes only. It shall 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 Sanofl-Synthelabo, 
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 solicitation of offers to buy 
Sanofl-Synthelabo ordinary shares (including Sanofl-Synthelabo ordinary shares 
represented by Sanofl-Synthelabo ADSS) in the United States will only be made 
pursuant to a prospectus and related offer materials that Sanofi-Synthelabo 
expects to send to holders of Aventis securities.  The Sanofl-Synthelabo 
ordinary shares (including Sanofl-Synthelabo ordinary shares represented by 
Sanofl-Synthelabo 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.
 



                      This information is provided by RNS
            The company news service from the London Stock Exchange
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