UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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For the month of June 2004
Commission File Number: 001-31368
SANOFI-SYNTHELABO
(Translation of registrant's name into English)
174, avenue de France, 75013 Paris, FRANCE
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
[X] Form 20-F [ ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
[ ] Yes [X] No
If "Yes" marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________
This Report on Form 6-K shall be deemed to be incorporated by reference
into Sanofi-Synthelabo's Registration Statement on Form F-4 (Registration No.
333-112314), as post-effectively amended and declared effective on May 13, 2004
by the United States Securities Exchange Commission, and the related prospectus,
dated April 9, 2004, and the prospectus supplement, dated May 27, 2004, each
filed pursuant to Rule 424(b) under the United States Securities Act of 1933, as
amended, and shall be part thereof from the date on which this Report is filed,
to the extent not superseded by documents or reports subsequently filed or
furnished.
[SANOFI-SYNTHELABO LOGO]
[graphic] Investor Relations
SANOFI-SYNTHELABO'S OFFER FOR AVENTIS
ADJUSTMENT OF OFFER TERMS ON APPROVAL
OF AVENTIS DIVIDEND
PARIS, FRANCE-- JUNE 14, 2004-- Sanofi-Synthelabo (PARIS: SAN, NYSE: SNY)
announces that at the Aventis (PARIS: AVE, FRANKFURT: AVE.ETR, NYSE: AVE) annual
general meeting held on June 11, 2004, the shareholders of Aventis voted to
approve Aventis's 2003 dividend in the amount of (euro)0.82 per share, with an
ex-dividend date of June 15, 2004 and a payment date of July 15, 2004.
As a result, in accordance with the terms of Sanofi-Synthelabo's revised offer
for Aventis, the terms of Sanofi-Synthelabo's offer for Aventis have been
adjusted in the following manner:
o Standard entitlement: 5 Sanofi-Synthelabo ordinary shares and
(euro)115.08 in cash for 6 Aventis ordinary shares (or 0.8333 of a
Sanofi-Synthelabo ordinary share and (euro)19.18 in cash for each Aventis
ordinary share; and 1.6667 Sanofi-Synthelabo ADSs and an amount in U.S.
dollars equal to (euro)19.18 in cash for each Aventis ADS)
o All stock election: 1.1600 Sanofi-Synthelabo ordinary shares for each
Aventis ordinary share (or 2.3200 Sanofi-Synthelabo ADSs for each Aventis
ADS)
o All cash election: (euro)68.11 in cash for each Aventis ordinary share
(or an amount in U.S. dollars equal to (euro)68.11 in cash for each
Aventis ADS).
This adjustment is more fully described in Section 1.3.2(a) "Terms of the New
Offer for Aventis Shares" in the French prospectus supplement that obtained the
AMF's visa (no. 04-384) on May 7, 2004 and under the section entitled "The
Revised U.S. Offer -- Consideration Offered after Approval of Aventis Dividends"
in the U.S. prospectus supplement dated May 27, 2004.
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 www.sec.gov. 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 proxy@mackenziepartners.com.
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
(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) 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
(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 www.sec.gov as well as of the Reference Document filed with the
AMF on April 2, 2004 (No. 04-0391) at www.amf-france.org or directly from
Sanofi-Synthelabo on our web site at: www.sanofi-synthelabo.com.
INVESTOR RELATIONS DEPARTMENT
Philippe Goupit Director of Investor Relations
Arnaud Delepine Investor Relations Europe
Sanjay Gupta Investor Relations US
Anne d'Halluin-Sulzer Investor Relations
CONTACTS:
Email: investor-relations@sanofi-synthelabo.com
Europe US
Tel: + 33 1 53 77 45 45 Tel: + 1 212 551 40 18
Fax: + 33 1 53 77 42 96 Fax: + 1 646 487 40 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: June 14, 2004
SANOFI-SYNTHELABO
By: /s/ Marie-Helene Laimay
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Name: Marie-Helene Laimay
Title: Senior Vice President and
Chief Financial Officer