Sanofi-Synthelabo's Offer for Aventis
May 05 2004 - 11:12AM
PR Newswire (US)
Sanofi-Synthelabo's Offer for Aventis Request for Additional
Information from the Federal Trade Commission PARIS, May 5
/PRNewswire-FirstCall/ -- As previously disclosed, Sanofi-
Synthelabo has engaged in a dialogue with the FTC on its offer for
Aventis since December 2003. Sanofi-Synthelabo has fully cooperated
with the FTC's investigation. As has been previously reported,
Sanofi-Synthelabo has agreed to divest Arixtra and Fraxiparine to
GlaxoSmithKline with the condition of the success of the offer to
resolve an FTC concern. On April 26, 2004, Sanofi-Synthelabo
announced an increased offer, which has been recommended by Aventis
Supervisory Board. This increased offer is not subject to the
condition precedent of the expiration or termination of the
applicable waiting period under the US Hart-Scott-Rodino Antitrust
Improvements Act. Sanofi-Synthelabo's Hart-Scott-Rodino
notification form was filed with the FTC on April 5, 2004 and the
initial 30-day HSR waiting period expires on May 5, 2004. As is
standard practice when investigating a friendly transaction of this
significance, the FTC has today issued a "second request" for
information to enable it to complete its ongoing investigation of
Sanofi-Synthelabo's offer. Sanofi-Synthelabo and Aventis will fully
cooperate with the FTC's investigation to resolve all remaining
issues as promptly as possible. Sanofi-Synthelabo does not expect
that resolution of the issues being discussed with the FTC will
have any material impact on the business of the future group.
Sanofi-Synthelabo does not expect the FTC's issuance of the second
request to delay or otherwise affect the completion of its exchange
offer for Aventis, which is expected to occur on or before the end
of the second quarter of 2004. In accordance with article 7 of the
COB rule no. 2002-04, this document 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 United States
Securities and Exchange Commission (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 exchnage as soon as practicable. In France,
holders of Aventis securities are requested, with respect to the
offer, to refer to the prospectus (note d'information), which has
been granted visa number 04-0090 by the AMFand 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 all
other appropriate documents relating to the French offer filed with
the AMF. 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/. DATASOURCE:
Sanofi-Synthelabo CONTACT: Jean-Marc Podvin, Vice President, Media
Relations, of Sanofi- Synthelabo, +331-53-77-4223 Web site:
http://www.sanofi-synthelabo.us/ Company News On-Call:
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