Birth of Sanofi-Aventis, The World's 3rd Largest Pharmaceutical Company, Ranking Number 1 in Europe

Aug 20, 2004, 01:00 ET from Sanofi-Synthelabo

    PARIS, Aug. 20 /PRNewswire-FirstCall/ -- Sanofi-Synthelabo (PARIS: SAN,
 NYSE:   SNY) announced today the birth of Sanofi-Aventis, the world's 3rd
 largest pharmaceutical company, ranking number 1 in Europe.
     Further to the broad success of Sanofi-Synthelabo's offer for Aventis, and
 as announced on August 12, 2004, the settlement of the offers occurred today,
 August 20, 2004.
     Hence, Sanofi-Synthelabo controls Aventis with 95.47% of the share
     As previously disclosed, Sanofi-Synthelabo hereby officially changes its
 name to Sanofi-Aventis.
     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 and a prospectus supplement relating to the revised
 offer, and will file additional documents with the SEC. Investors are urged to
 read the registration statement, including the prospectus and the prospectus
 supplement relating to the revised offer, and any other relevant documents
 filed with the SEC, including all amendments and supplements, 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 The prospectus and the prospectus
 supplement relating to the revised offer and other transaction-related
 documents are being mailed to Aventis security holders 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 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 AMF and
 which is available on the website of the AMF ( 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) which has been
 granted visa number 04-510.
     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
 ( 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
     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 subsequent offering periods in the
 three offers will expire at the same time.
     This press release does 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-Synthelabo, 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-Synthelabo
 ordinary shares (including Sanofi-Synthelabo ordinary shares represented by
 Sanofi-Synthelabo ADSs) in the United States will only be made pursuant to a
 prospectus and related offer materials that Sanofi-Synthelabo expects to send
 to holders of Aventis securities. The Sanofi-Synthelabo ordinary shares
 (including Sanofi-Synthelabo ordinary shares represented by Sanofi-Synthelabo
 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.
     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 and may obtain the
 Reference Document filed with the AMF on April 2, 2004 (Number 04-0391) and
 other documents filed with the AMF at Free copies
 may also be obtained directly from Sanofi-Synthelabo on our web site at:
      Jean-Marc Podvin
      Vice President, Media Relations

SOURCE Sanofi-Synthelabo