Business Context and Reporting Period
This Form 6-K filing by Sanofi-Synthelabo, dated May 14, 2004, reports on the status of its acquisition offer for Aventis. The filing details the scheduling of shareholder meetings for both companies and the adjustment of the offer terms following Aventis's announcement of its 2003 dividend.
Key Financial Metrics
The filing does not provide Sanofi-Synthelabo's consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the terms of the proposed acquisition.
- Aventis 2003 Dividend: €0.82 per share (subject to approval).
- Dividend Dates: Ex-dividend date of June 15, 2004; payment date of July 15, 2004.
Material Changes and Offer Adjustments
Following Aventis's announcement of a €0.82 per share dividend, Sanofi-Synthelabo adjusted the terms of its offer for Aventis shares. The new terms, effective subject to dividend approval, are as follows:
- Standard Entitlement: 5 Sanofi-Synthelabo ordinary shares and €115.08 in cash for 6 Aventis ordinary shares (equivalent to 0.8333 Sanofi shares and €19.18 cash per Aventis share).
- All-Stock Election: 1.1600 Sanofi-Synthelabo ordinary shares for each Aventis ordinary share.
- All-Cash Election: €68.11 in cash for each Aventis ordinary share.
The offer is expected to close at the end of June 2004.
Shareholder Meeting Schedule
- Sanofi-Synthelabo: Joint general and extraordinary meeting of shareholders scheduled for June 23, 2004. The agenda includes an increase in share capital to fund the acquisition.
- Aventis: Annual general meeting scheduled for June 11, 2004 (likely second convocation) to approve the dividend.
Guidance, Risks, and Contingencies
The filing contains forward-looking statements regarding the completion of the offer, which are subject to risks and uncertainties. The transaction is contingent upon the approval of the Aventis dividend by its annual general meeting. The company explicitly states it does not undertake any obligation to update forward-looking statements other than as required by law.
Investors are urged to read the Registration Statement on Form F-4 (File No. 333-112314) and related prospectuses for detailed risk factors and transaction terms.
Key Facts for Investor Verification
- Verify the approval of the €0.82 per share dividend by Aventis shareholders at the June 11, 2004 meeting, as this triggers the adjusted offer terms.
- Confirm the final closing date of the offer, currently projected for the end of June 2004.
- Review the Form F-4 Registration Statement (File No. 333-112314) for comprehensive risk disclosures and legal terms.
- Note that the offer terms differ slightly for U.S. ADS holders and German shareholders, though the economic value is intended to be substantially the same.