Filed by Sanofi-Aventis
Pursuant to Rule 165 and Rule 425(a) under the
United States Securities Act of 1933,
as amended
Subject Company: Aventis
Commission File No. 001-10378
Date: November 26, 2004
On November 25, 2004, Sanofi-Aventis issued the following press release.
In connection with the proposed merger of Aventis with and into
Sanofi-Aventis, Sanofi-Aventis has filed a post-effective amendment to its
registration statement on Form F-4 (File no. 333-112314), which includes a
definitive prospectus relating to the Sanofi-Aventis shares to be issued to
Aventis shareholders resident in the U.S. in connection with the proposed
merger, and may file additional documents with the SEC. Investors are urged to
read the registration statement, including the definitive prospectus, and any
other relevant documents filed with the SEC, including all amendments and
supplements, because they will 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 www.sec.gov. The prospectus relating to
the Sanofi-Aventis shares to be issued to Aventis shareholders in connection
with the proposed merger has been mailed to Aventis security holders resident in
the U.S. and additional copies may be obtained for free from MacKenzie Partners,
Inc., the U.S. information agent for the merger, 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
proxy@mackenziepartners.com. .
* * * *
[SANOFI-AVENTIS LOGO]
Paris, November 25, 2004
PROPOSED RELOCATION OF AVENTIS' HEADQUARTERS
FROM STRASBOURG TO PARIS
Since April 26, 2004, when Sanofi-Synthelabo and Aventis agreed to create
sanofi-aventis, it has been confirmed that the headquarters of the new
sanofi-aventis Group is to be located in Paris.
Sanofi-aventis announced today that the Aventis site located in Schiltigheim
will cease its activity during the course of next year. The business activity
will be transfered to Paris.
The French Works Council - << Comite d'Entreprise >> - of the Schiltigheim site
was informed about this proposed relocation during the meeting held today,
November 25, 2004.
Aventis employs a staff of 220 in Schiltigheim, as well as 60 service providers.
In accordance with the Group's employment policy, a series of measures intended
to facilitate staff mobility will be implemented with the aim of redeploying all
employees.
Management has also expressed its intention of continuing to work together with
all the scientific, economic and social bodies in the Alsace region,
particularly in the area of Research, through its Research center in Strasbourg.
In addition, in order to minimize the impact that this transfer of activities to
the Paris area will have on local employment, the SOPRAN company, a wholly-owned
subsidiary of the Group, has been instructed to look for new business activities
favoring employment in the Alsace region.
ABOUT SANOFI-AVENTIS
The sanofi-aventis Group is the world's 3rd largest pharmaceutical company,
ranking number 1 in Europe. Backed by a world-class R&D organization,
sanofi-aventis is developing leading positions in seven major therapeutic areas:
cardiovascular disease, thrombosis, oncology, diabetes, central nervous system,
internal medicine, vaccines. The sanofi-aventis Group is listed in Paris
(EURONEXT : SAN) and in New York (NYSE : SNY).
INVESTOR RELATIONS DEPARTMENT
Europe US
Tel : + 33 1 53 77 45 45 Tel. : + 1 212 551 40 18
E-mail : IR@sanofi-aventis.com
[SANOFI-AVENTIS LOGO]
This press release contains forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts. These statements include statements
regarding plans, objectives and expectations with respect to future operations,
products and services, and statements regarding future performance.
Forward-looking statements are generally identified by the words "expects,"
"plans," "anticipates," "believes," "intends," "estimates", "aims" and similar
expressions. Although sanofi-aventis' management believes that the expectations
reflected in such forward-looking statements are reasonable, investors are
cautioned that forward-looking information and statements are subject to various
risks and uncertainties, many of which are difficult to predict and generally
beyond the control of sanofi-aventis, that could cause actual results and
developments to differ materially from those expressed in, or implied or
projected by, the forward-looking information and statements. The following
factors, in addition to the risks and uncertainties discussed or identified in
the public filings with the SEC and the AMF made by sanofi-aventis and Aventis,
including those listed under "Forward-Looking Statements" and "Risk Factors" in
sanofi-aventis's annual report on Form 20-F for the year ended December 31, 2003
and those listed under "Cautionary Statement Regarding Forward-Looking
Statements" and "Risk Factors" in Aventis's annual report on Form 20-F for the
year ended December 31, 2003, could cause actual results to differ materially
from those described in forward-looking statements: the ability of the
management of sanofi-aventis to implement its integration plans in a timely and
efficient manner. Other than as required by applicable law, sanofi-aventis does
not undertake any obligation to update or revise any forward-looking information
or statements.
IMPORTANT INFORMATION.
In connection with the proposed merger of Aventis with and into sanofi-aventis,
sanofi-aventis has filed a post-effective amendment to its registration
statement on Form F-4 (File no. 333-112314), which includes a definitive
prospectus relating to the sanofi-aventis shares to be issued to Aventis
shareholders resident in the U.S. in connection with the proposed merger, and
may file additional documents with the SEC. Investors are urged to read the
registration statement, including the definitive prospectus, and any other
relevant documents filed with the SEC, including all amendments and supplements,
because they will 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 www.sec.gov. The prospectus relating to the
sanofi-aventis shares to be issued to Aventis shareholders in connection with
the proposed merger has been mailed to Aventis security holders resident in the
U.S. and additional copies may be obtained for free from MacKenzie Partners,
Inc., the U.S. information agent for the merger, 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
proxy@mackenziepartners.com.
INVESTOR RELATIONS DEPARTMENT
Europe US
Tel : + 33 1 53 77 45 45 Tel. : + 1 212 551 40 18
E-mail : IR@sanofi-aventis.com