Bangkok--Apr 27--SANOFI-SYNTHELABO
SANOFI-SYNTHELABO ANNOUNCES
FRIENDLY IMPROVED OFFER
THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD OF AVENTIS RECOMMEND THAT AVENTIS SHAREHOLDERS TENDER THEIR SHARES INTO SANOFI-SYNTHELABO'S INCREASED OFFER
For every 6 Aventis shares tendered in the principal offer : 5 Sanofi-Synthelabo shares and ?120 in cash
An all-cash increase over the original offer which values each Aventis share at ?68.93 2
A very attractive premium : 31,4%
A transaction immediately accretive to adjusted net earnings from 2004 onward
Following an agreement reached between the two groups, Sanofi-Synthelabo (Paris: SAN, NYSE : SNY) announces a friendly improved offer for Aventis. This improved offer has been filed today in Paris and will be filed over the next few days in the United States and Germany.
Sanofi-Synthelabo's offer, which creates value for all shareholders, offers a very attractive premium to Aventis shareholders and is immediately accretive to adjusted net earnings for Sanofi-Synthelabo shareholders.
This offer was unanimously approved by the Board of Directors of Sanofi-Synthelabo on April 24, 2004 and is fully supported by Total and L'Or?al, Sanofi-Synthelabo's two principal shareholders, who, in view of the agreement, will approve the corresponding increase in share capital.
The offer was approved on April 25, 2004 by the Management Board and by the Supervisory Board of Aventis, which recommends that Aventis shareholders tender their shares into Sanofi-Synthelabo's offer.Sanofi-Synthelabo is delighted by the agreement reached with Aventis, which achieves a friendly business combination between two companies to create the third largest pharmaceutical group in the world, and the number one in Europe. It will be led by Jean-Fran?ois Dehecq, with a management team drawn equally from both groups, respecting the cultures of each, with a strong presence in France and Germany. The strategic project presented by Sanofi-Synthelabo will thus be implemented.
Main Terms of the Agreement
The agreement will be made public in its entirety.
Besides the financial elements of the offer and the recommendation of the Supervisory Board of Aventis, it covers the following main points :
Company name: SANOFI-AVENTIS
Board of Directors : the Board will be composed of 17 members, of which Jean-Fran?ois Dehecq, Chairman and Chief Executive Officer, 8 members chosen by Aventis and 8 members chosen by Sanofi-Synthelabo. In addition to the three existing board committees (Audit, Remuneration, Scientific), a Strategic Committee will be created. These committees will have equal representation.
Management Committee : the management Committee will be chaired by Jean-Fran?ois Dehecq who will nominate an equal number of persons selected from Sanofi-Synthelabo and Aventis.
Withdrawal of the proposed resolutions to the annual general meeting of shareholders of Aventis relating to the Plavix warrants and to the limitation of voting rights and withdrawal of all legal proceedings.Terms of the Offer
" Standard entitlement " : 5 Sanofi-Synthelabo shares and ?120 in cash for 6 Aventis shares,
All-stock election : 1.1739 Sanofi-Synthelabo shares for each Aventis share,
All-cash election : ?68.93 in cash for each Aventis share
Aventis shareholders are free to choose one or other election, or a combination of different elections. However, the all-stock election and the all-cash election will be adjusted and prorated such that, in aggregate, the consideration offered shall always be 71% in shares and 29% in cash.
The offer is subject to the condition that shares representing more than 50% of the share capital and voting rights of Aventis are tendered, on a fully diluted basis.
The improved offer will not be subject to the condition precedent of the expiration or termination of the applicable waiting period under the US Hart-Scott-Rodino Antitrust Improvements Act and no order being entered prohibiting the transaction.
The extraordinary meeting of Sanofi-Synthelabo shareholders will be convened on May 24, 2004 for the purpose of approving the issuance of the Sanofi-Synthelabo shares to pay for the Aventis shares tendered in the offer.
Jean-Fran?ois Dehecq, Chairman and Chief Executive Officer, of Sanofi-Synthelabo will present the improved offer and its terms at an information meeting:
Monday 26 March 2004 at 11:00 CET - (10:00 GMT)
Four Seasons Hotel George V
31 avenue George V
75008 PARIS
The meeting will be conducted in French with simultaneous English translation.
The presentation will be accessible in real time on the website: www.sanofi-synthelabo.com
The presentation materials will be available at: www.sanofi-synthelabo.com.
A conference call for financial analysts, institutional investors and journalists will be held at 4.00 p.m. (Paris time). This conference call will be in English.
In order to participate in the conference call, the following numbers are to be dialed 10 minutes before it starts :
France : 00 33 (0) 1 70 70 81 99
code : 154868
United Kingdom : 00 44 (0) 207 984 75 63
code : 154868
Germany 00 49 (0) 69 22222 0407
code : 154868
USA : 00 1 719 457 26 45
code : 154868
A live audio webcast of this conference will be made available at our internet site (www.sanofi-synthelabo.com). End.
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