Apr 26 2004
Aventis and
Sanofi-Synthélabo agreed on a substantially improved offer as well as a balanced governance structure. After reviewing this new offer, the Management Board and the Supervisory Board decided to recommend this offer to Aventis shareholders. This decision was based on a majority of 13 members, with two opposing votes by employee representatives and an abstention by the representative of Kuwait Petroleum Corporation, Mrs. Seham Razzouqi. All members of the Aventis Supervisory Board were present or represented.
Igor Landau, Chairman of the Management Board, said: “We are pleased to have reached an agreement that recognizes the value of Aventis from a financial standpoint as well as the talent and expertise of our employees. By being equally represented in the management of Sanofi-Aventis, this agreement provides the necessary conditions for the success and development of the new group.”
Terms of the Offer
Under the revised offer terms, Sanofi-Synthélabo offers:
- 0.8333 of a newly issued Sanofi-Synthélabo ordinary share and a cash compensation of € 20 for each Aventis ordinary share tendered (2003 dividend attached), and
- 1.6667 newly issued Sanofi-Synthélabo ADSs and a cash compensation of € 20 for each Aventis ADS.
The offer consists of 71% Sanofi-Synthélabo shares and 29% cash.
This improved offer would value one Aventis share at € 68.93 based on the unaffected share price of Sanofi-Synthélabo (one month-average) prior to the launch of their initial offer on January 26, 2004, which valued Aventis with
€ 60.43 per share.
The improved offer values Aventis in total at € 55.3 billion compared to € 48.5 billion for the initial offer.
Principles for the new combined company
The combined company will operate and function under the following principles:
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the name of the new group will be Sanofi-Aventis
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the Board of Directors will be made up of 17 members: Jean-François Dehecq, Chairman and CEO (Président Directeur General), eight members selected by the Aventis Supervisory Board, including the Vice-Chairman of the board of directors, who will be a German representative, and eight members selected by the Sanofi-Synthélabo board of directors;
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the Board of Directors of the combined company will appoint four committees (Strategic Committee, Compensation and Nomination Committee, Audit Committee and Scientific Committee) which will consist of an equal number of Aventis and Sanofi-Synthélabo directors, two of such committees being chaired by a director designated by Aventis and two being chaired by a director designated by Sanofi-Synthélabo;
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a Comité de Direction will include an equal number of persons from Aventis and Sanofi-Synthélabo selected by Mr. Jean-François Dehecq as Chairman;
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an integration committee consisting of an equal number of members selected from Aventis and Sanofi-Synthélabo and Mr. Jean-François Dehecq as Chairman, will oversee the integration of the two companies and select the managers of the combined group.