Sanofi-Synthelabo's Offer for Aventis U.S. Offer Extended to Wednesday, June 30, 2004
May 26 2004 - 10:05AM
PR Newswire (US)
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extended or withdrawn prior to that time.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been tendered in and not withdrawn from the U.S. offer.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shares tendered in and not withdrawn from the offers cannot be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
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