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Sanofi-Synthelabo's Offer for Aventis U.S. Offer Extended to
Wednesday, June 30, 2004
PARIS, May 26 /PRNewswire-FirstCall/ -- Sanofi-Synthelabo (PARIS: SAN, NYSE:
SNY) announces that pending the decision of the Autorite des marches financiers
(AMF) -- the French stock market regulator -- to set the expiration date of
Sanofi-Synthelabo's revised offer for the ordinary shares of Aventis (PARIS:
AVE, FRANKFURT: AVE.ETR, NYSE: AVE), Sanofi-Synthelabo has extended the U.S.
offer until 5:00 p.m. (Eastern Daylight Time) on Wednesday June 30, 2004,
unless it is extended or withdrawn prior to that time. Holders of Aventis
securities eligible to participate in the U.S. offer may tender, or withdraw
their tendered, Aventis securities at any time until that time. The U.S. offer
had previously been scheduled to expire at 5:00 p.m. on Friday, May 28, 2004.
As previously disclosed, under applicable French law, the AMF will set the
expiration date of the French offer after it has granted its visa to the
recommendation statement (note d'information en reponse) of Aventis and Aventis
has published that recommendation statement. The AMF has the sole authority to
fix the expiration date of the French offer or to subsequently extend that
expiration date. As soon as the AMF has set the expiration date in the French
offer, Sanofi-Synthelabo will issue a press release announcing that expiration
date. If the AMF sets a later expiration date in the French offer,
Sanofi-Synthelabo will announce that the U.S. offer has been extended until the
same time. Subject to applicable law, Sanofi-Synthelabo reserves the right to
extend the U.S. offer, if the AMF has not set an expiration date for the French
offer by June 30, 2004.
Sanofi-Synthelabo intends that the French offer, the U.S. offer and the German
offer will expire at the same time on the expiration date that will be set by
the AMF.
As of the close of business on May 25, 2004, a total of approximately 900,000
Aventis ADSs had been tendered in and not withdrawn from the U.S. offer.
Because of French centralization procedures, the number of Aventis ordinary
shares tendered in and not withdrawn from the offers cannot be known until
after the expiration of the offers.
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/offer to exchange, and will file additional
documents with the SEC. Investors are urged to read the registration
statement, including the prospectus/offer to exchange, and any other relevant
documents filed with the SEC, including all amendments and supplements
(including any supplement relating to its revised offers), 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/offer to exchange 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 . In connection with its revised offer, Sanofi-Synthelabo
intends to distribute a supplement to the prospectus/offer to exchange in the
coming days.
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) of Aventis when it is available.
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, Gruneburgweg 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
+331-53-77-4223
DATASOURCE: Sanofi-Synthelabo
CONTACT: Jean-Marc Podvin, Vice President, Media Relations,
Sanofi-Synthelabo, +331-53-77-4223
Web site: http://www.sanofi-synthelabo.us/
Company News On-Call: http://www.prnewswire.com/comp/232375.html