UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE TO
(Amendment No. 5)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
AVENTIS
(Name of Subject Company (Issuer))
SANOFI-SYNTHELABO
(Name of Filing Person (Offeror))
----------------
Ordinary Shares,
nominal value (euro)3.82 per Ordinary Share
(Title of Class of Securities)
ISIN No. FR0000130460
(CUSIP Number of Class of Securities)
----------------
American Depositary Shares
(each representing one Ordinary Share)
(Title of Class of Securities)
053561106
(CUSIP Number of Class of Securities)
----------------
John Spinnato
General Counsel, Vice President and Secretary
Sanofi-Synthelabo Inc.
90 Park Avenue
New York, NY 10016
Tel : (212) 551-4000
(Name, address and telephone number of
person authorized to receive notices and
communications on behalf of the filing person)
Copies to:
Laurent Cohen-Tanugi David A. Katz, Esq.
Senior Vice President and General Counsel Wachtell, Lipton, Rosen & Katz
Sanofi-Synthelabo 51 West 52nd Street
174 avenue de France New York, New York 10019
75013 Paris, France (212) 403-1000
Tel : + 33 1 53 77 40 00
|_| Check the box if the filing relates solely to preliminary
communications made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which this
statement relates:
|X| Third party tender offer subject to Rule 14d-1
|_| Issuer tender offer subject to Rule 13e-4
|_| Going private transaction subject to Rule 13e-3
|_| Amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
Sanofi-Synthelabo, a French societe anonyme, amends and supplements
its Tender Offer Statement on Schedule TO, as amended (the "Schedule TO"), filed
initially with the United States Securities and Exchange Commission on April 12,
2004 in connection with Sanofi-Synthelabo's offer to acquire (1) all ordinary
shares, nominal value (euro)3.82 per share, of Aventis, a French societe
anonyme, that are held by holders who are located in the United States and (2)
all American Depositary Shares of Aventis (each an "Aventis ADS", and each
Aventis ADS representing one Aventis ordinary share), held by holders wherever
located, pursuant to the terms and subject to the conditions set forth in the
definitive Prospectus, dated April 9, 2004, and the definitive Prospectus
Supplement, dated May 27, 2004 (collectively, the "Prospectus"), and the related
amended ADS Letter of Transmittal and amended Form of Acceptance (collectively
with the Prospectus, and as amended and supplemented hereby, the "Revised U.S.
Offer"). This amendment constitutes Amendment No. 5 to the Schedule TO.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Schedule TO.
ITEM 12. EXHIBITS
Item 12 is amended and supplemented to include the following exhibits:
(a)(5)(xvi) Press release confirming extension of U.S.
offer until June 30, 2004, dated June 1, 2004
(incorporated herein by reference to the
filing made by Sanofi-Synthelabo pursuant to
Rule 425(a) on June 1, 2004)
(a)(5)(xvii) Press release regarding new indications for
Arixtra(R), dated June 4, 2004 (incorporated
herein by reference to the filing made by
Sanofi-Synthelabo pursuant to Rule 425(a) on
June 4, 2004)
(a)(5)(xviii) Employee communication regarding the offers,
published in "La Lettre Bleue No. 2", dated
June 7, 2004 (incorporated herein by reference
to the filing made by Sanofi-Synthelabo
pursuant to Rule 425(a) on June 7, 2004)
(a)(5)(xix) Press release announcing adjusted offer
consideration after confirmation of Aventis
dividend, dated June 14, 2004 (incorporated
herein by reference to the filing made by
Sanofi-Synthelabo pursuant to Rule 425(a) on
June 14, 2004)
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule TO is true, complete
and correct.
SANOFI-SYNTHELABO
June 14, 2004 By: /s/ Jean-Claude Leroy
Name: Jean-Claude Leroy
Title: Senior Vice President -- Strategy
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1)(i) ADS Letter of Transmittal (Aventis ADSs)*
(a)(1)(ii) Notice of Guaranteed Delivery (Aventis ADSs)*
(a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (Aventis ADSs)*
(a)(1)(iv) Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees (Aventis ADSs)*
(a)(1)(v) Guidelines for Certification of Taxpayer Indemnification
Number on Substitute Form W-9*
(a)(1)(vi) Form of Acceptance for Aventis Ordinary Shares*
(a)(1)(vii) Technical Notice to French Financial Intermediaries and U.S.
Custodians (Aventis ordinary shares)*
(a)(1)(viii) Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees (Aventis ordinary shares)*
(a)(1)(ix) ADS Letter of Transmittal (Aventis ADSs) (Revised U.S.
Offer)****
(a)(1)(x) Notice of Guaranteed Delivery (Aventis ADSs) (Revised U.S.
Offer) ****
(a)(1)(xi) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees (Aventis ADSs) (Revised U.S. Offer) ****
(a)(1)(xii) Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees (Aventis ADSs) (Revised
U.S. Offer) ****
(a)(1)(xiii) Form of Acceptance for Aventis Ordinary Shares (Revised U.S.
Offer) ****
(a)(1)(xiv) Technical Notice to French Financial Intermediaries and U.S.
Custodians (Aventis ordinary shares) (Revised U.S. Offer) ****
(a)(1)(xv) Letter to Clients from Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees (Aventis ordinary shares)
(Revised U.S. Offer) ****
(a)(2) None
(a)(3) Not applicable
(a)(4) Prospectus, dated April 9, 2004 (incorporated herein by
reference to the filing made by Sanofi-Synthelabo pursuant to
Rule 424(b)(5) on April 12, 2004 (File no: 333-112314))
(a)(4)(ii) Preliminary Prospectus Supplement, dated May 4, 2004
(incorporated herein by reference to Post-Effective Amendment
No. 1 to Sanofi-Synthelabo's Registration Statement on Form
F-4, dated May 5, 2004 (File no: 333-112314))
(a)(4)(iii) Definitive Prospectus Supplement, dated May 27, 2004
(incorporated herein by reference to the filing made by
Sanofi-Synthelabo pursuant to Rule 424(b)(5) on May 28, 2004
(File no: 333-112314))
(a)(5)(i) Press release announcing the offer for Aventis, dated January
26, 2004 (incorporated herein by reference to the filing made
by Sanofi-Synthelabo pursuant to Rule 425(a) on January 26,
2004)
(a)(5)(ii) Press release announcing commencement of U.S. offer, dated
April 12, 2004 (incorporated herein by reference to the filing
made by Sanofi-Synthelabo pursuant to Rule 425(a) on April 12,
2004)
(a)(5)(iii) Text of newspaper advertisement dated April 12, 2004 and
published in the Wall Street Journal*
(a)(5)(iv) Press release announcing the entry into an agreement with
GlaxoSmithKline regarding the divestiture of Arixtra(R),
Fraxiparine(R) and related assets, dated April 13, 2004
(incorporated herein by reference to the filing made by
Sanofi-Synthelabo pursuant to Rule 425(a) on April 13, 2004)
(a)(5)(v) Press release announcing the decision of Board of Directors of
Sanofi-Synthelabo to distribute an interim dividend, dated
April 15, 2004 (incorporated herein by reference to the filing
made by
EXHIBIT
NUMBER DESCRIPTION
------- -----------
Sanofi-Synthelabo pursuant to Rule 425(a) on April 15,
2004)
(a)(5)(vi) Complaint of Aventis, dated April 19, 2004, filed in the
United States District Court for the District of New Jersey**
(a)(5)(vii) Press release announcing improved friendly offer, dated April
26, 2004 (incorporated herein by reference to
Sanofi-Synthelabo's Form 6-K furnished to the SEC on April 26,
2004)
(a)(5)(viii) Presentation given by Mr. Jean-Francois Dehecq in Paris,
France at an Information Meeting announcing the improved
friendly offer (incorporated herein by reference to the filing
made by Sanofi-Synthelabo pursuant to Rule 425(a) on April 26,
2004)
(a)(5)(ix) Press release announcing the European Commission's approval of
the proposed acquisition of Aventis by Sanofi-Synthelabo,
dated April 27, 2004 (incorporated herein by reference to the
filing made by Sanofi-Synthelabo pursuant to Rule 425(a) on
April 27, 2004)
(a)(5)(x) Press release announcing the postponement of the general
meeting of Sanofi-Synthelabo shareholders, dated May 4, 2004
(incorporated herein by reference to the filing made by
Sanofi-Synthelabo pursuant to Rule 425(a) on May 4, 2004)
(a)(5)(xi) Press release announcing issuance of request for additional
information by U.S. Federal Trade Commission, dated May 5,
2004 (incorporated herein by reference to the filing made by
Sanofi-Synthelabo pursuant to Rule 425(a) on May 5, 2004)
(a)(5)(xii) Press release announcing rescheduling of general meeting of
Sanofi-Synthelabo shareholders for June 23, 2003, dated May
14, 2004 (incorporated herein by reference to the filing made
by Sanofi-Synthelabo pursuant to Rule 425(a) on May 14, 2004)
(a)(5)(xiii) Press release announcing, among other things, nominees for
election as directors of Sanofi-Synthelabo, dated May 26, 2004
(incorporated herein by reference to the filing made by
Sanofi-Synthelabo pursuant to Rule 425(a) on May 26, 2004)
(a)(5)(xiv) Press release announcing extension of U.S. offer to June 30,
2004, dated May 26, 2004, (incorporated herein by reference to
the filing made by Sanofi-Synthelabo pursuant to Rule 425(a)
on May 26, 2004)
(a)(5)(xv) Text of newspaper advertisement dated May 28, 2004 and
published in the Wall Street Journal****
(a)(5)(xvi) Press release confirming extension of U.S. offer until June
30, 2004, dated June 1, 2004 (incorporated herein by reference
to the filing made by Sanofi-Synthelabo pursuant to Rule
425(a) on June 1, 2004)
(a)(5)(xvii) Press release regarding new indications for Arixtra(R), dated
June 4, 2004 (incorporated herein by reference to the filing
made by Sanofi-Synthelabo pursuant to Rule 425(a) on June 4,
2004)
(a)(5)(xviii) Employee communication regarding the offers, published in "La
Lettre Bleue No. 2", dated June 7, 2004 (incorporated herein
by reference to the filing made by Sanofi-Synthelabo pursuant
to Rule 425(a) on June 7, 2004)
(a)(5)(xix) Press release announcing adjusted offer consideration after
confirmation of Aventis dividend, dated June 14, 2004
(incorporated herein by reference to the filing made by
Sanofi-Synthelabo pursuant to Rule 425(a) on June 14, 2004)
(b)(1) Credit Facility Agreement, dated 25 January 2004 (incorporated
herein by reference to Exhibit 10.4 to the Registration
Statement on Form F-4 filed by Sanofi-Synthelabo (File No.
333-112314))
(b)(2) Credit Facility Agreement, dated 26 April 2004 (incorporated
herein by reference to Exhibit 10.5 of the Post-Effective
Amendment No. 1 to Sanofi-Synthelabo's Registration Statement
on Form F-4, dated May 5, 2004 (File no: 333-112314))
(d)(1) Agreement, dated April 25, 2004, between Sanofi-Synthelabo and
Aventis***
(d)(2) Letter from Mr. Jean-Francois Dehecq to Mr. Igor Landau
confirming certain severance and other employment-related
benefits of Mr. Landau***
(d)(3) Amendment Agreement, dated May 19, 2004, amending Schedule 1
to the Agreement, dated April
EXHIBIT
NUMBER DESCRIPTION
--------- -----------
25, 2004, between Aventis and Sanofi-Synthelabo (incorporated
herein by reference to Exhibit 99.1 to Sanofi-Synthelabo's
Form 6-K, dated May 21, 2004 (File No. 001-31368))
(g) None
(h)(1) Opinion of Wachtell, Lipton, Rosen & Katz regarding certain
United States federal income tax matters (incorporated herein
by reference to Exhibit 8.1 to the Registration Statement on
Form F-4 filed by Sanofi-Synthelabo (File No. 333-112314))
(h)(2) Opinion of Linklaters regarding certain French tax matters
(incorporated herein by reference to Exhibit 8.2 to the
Registration Statement on Form F-4 filed by Sanofi-Synthelabo
(File No. 333-112314))
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* Previously filed on Schedule TO dated April 12, 2004.
** Previously filed on Amendment No. 1 to the Schedule TO dated April 20, 2004.
*** Previously filed on Amendment No. 2 to the Schedule TO dated April 26, 2004.
**** Previously filed on Amendment No. 4 to the Schedule TO dated May 28, 2004.