Filed by Sanofi-Synthélabo
Pursuant to Rule 425 under the United States Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14d-2(b)(2) of the
United States Securities Exchange Act of 1934, as amended
Subject Company: Aventis
Commission File No. 001-10378
Date: January 26, 2004
ON JANUARY 26, 2004, LORÉAL ISSUED THE FOLLOWING PRESS RELEASE:
* * * *
Clichy, Monday 26th January 2004 8.45 am |
LOréal has approved Sanofi-Synthélabos offer for Aventis announced today and will approve the issuance of new shares that will be submitted to the shareholdersmeeting.
LOréal will keep its Sanofi-Synthélabos shares.
Upon completion of the transaction, lOréals intends to stop consolidating its stake in Sanofi-Synthélabo under the equity method.
LOréal will reflect the dividends received from Sanofi-Synthélabo in its income statement.
Contacts at LORÉAL | ||||
Shareholders and Market Authorities | Analysts and | Journalists | ||
Mr François ARCHAMBAULT | Institutional Investors | Mr Lorrain KRESSMANN | ||
( : +33 (0)1.47.56.83.45 | Mrs Caroline MILLOT | ( : +33 (0)1.47.56.40.24 | ||
http://www.loreal-finance.com | ( : +33 (0)1.47.56.86.82 | http://www.loreal.com | ||
Fax : +33 (0)1.47.56.80.02 |
Centre Eugène Schueller 41, rue Martre 92 117 Clichy cedex
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Important Information
In connection with the proposed acquisition of Aventis,
Sanofi-Synthélabo 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-Synthélabo ordinary
shares (including Sanofi-Synthélabo ordinary shares represented
by Sanofi-Synthélabo 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 SECs web site at
www.sec.gov and will receive information at an appropriate time
on how to obtain transaction-related documents for free from
Sanofi-Synthélabo or its duly designated agent.
At the appropriate time, Sanofi-Synthélabo 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-Synthélabo to holders of Aventis ordinary shares
located in Germany (the German Offer). Any decision to tender
Aventis ordinary shares in exchange for
Sanofi-Synthélabo
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 Sanofi-Synthélabo, 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
Sanofi-Synthélabo
ordinary shares (including Sanofi-Synthélabo ordinary shares
represented by Sanofi-Synthélabo ADSs) in the United States will
only be made pursuant to a prospectus and related offer materials
that Sanofi-Synthélabo expects to send to holders of Aventis
securities. The Sanofi-Synthélabo ordinary shares (including
Sanofi-Synthélabo ordinary shares represented by
Sanofi-Synthélabo 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.
Centre Eugène Schueller 41, rue Martre 92 117 Clichy cedex
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