-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ga2i8idew/P4lZ030knpsmcgLs91lCAucFNOFdZh2MymXgmMWg7Z1FWZ7jv1KLnu CQ4e66ZcviQ0Zf22S2wTsw== 0000898822-04-000928.txt : 20040922 0000898822-04-000928.hdr.sgml : 20040922 20040922170018 ACCESSION NUMBER: 0000898822-04-000928 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040922 DATE AS OF CHANGE: 20040922 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVENTIS CENTRAL INDEX KEY: 0000807198 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10378 FILM NUMBER: 041041550 BUSINESS ADDRESS: STREET 1: 67917 STRASBOURG STREET 2: CEDEX 9 CITY: STRASBOURG FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 3314768123 MAIL ADDRESS: STREET 1: 67917 STRASBOURG STREET 2: CEDEX 9 CITY: STRASBOURG FRANCE STATE: I0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: RHONE POULENC S A DATE OF NAME CHANGE: 19930512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANOFI-AVENTIS CENTRAL INDEX KEY: 0001121404 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133529324 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 174 AVENUE DE FRANCE CITY: PARIS STATE: I0 ZIP: 75013 BUSINESS PHONE: 33153774400 MAIL ADDRESS: STREET 1: 174 AVENUE DE FRANCE CITY: PARIS STATE: I0 ZIP: 75013 FORMER COMPANY: FORMER CONFORMED NAME: SANOFI SYNTHELABO SA DATE OF NAME CHANGE: 20010104 425 1 sep21425.txt FORM 425 - SEPTEMBER 21, 2004 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: September 22, 2004 On September 22, 2004, Sanofi-Aventis issued the following two press releases. In connection with its acquisition of Aventis, Sanofi-Aventis has announced that it is studying the feasibility of merging Aventis with and into Sanofi-Aventis, with Sanofi-Aventis continuing as the surviving corporation. In connection with any merger of Aventis into Sanofi-Aventis, Sanofi-Aventis will file a post-effective amendment to its registration statement on Form F-4 (File no. 333-112314), which will include a prospectus relating to the merger, and will file additional documents with the SEC. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING ANY PRELIMINARY PROSPECTUS OR DEFINITIVE PROSPECTUS (WHEN AVAILABLE) RELATING TO THE MERGER, 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. At the appropriate time, Sanofi-Aventis will provide investors with information on how to obtain any merger-related documents for free from Sanofi-Aventis or from its duly appointed agents. * * * * [SANOFI-AVENTIS LOGO] Paris, September 22, 2004 NEW APPOINTMENTS IN THE SANOFI-AVENTIS GROUP Further to the appointments of a hundred managers in Pharmaceutical Operations at the beginning of the month, THE SANOFI-AVENTIS GROUP today announced the appointment of the managers in the following departments: - - Scientific and Medical Affairs, headed by Gerard LE FUR - - Finance, headed by Jean-Claude LEROY - - Industrial Affairs, headed by Gilles LHERNOULD - - Communications, headed by Nicole CRANOIS - - Legal, headed by Dirk OLDENBURG - - Audit and Internal Control Assessment, headed by Marie-Helene LAIMAY The announcement of these appointments shows the rapid continuation of the integration process within the new sanofi-aventis Group. 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). Important Information - --------------------- In connection with its acquisition of Aventis, Sanofi-Aventis has announced that it is studying the feasibility of merging Aventis with and into Sanofi-Aventis, with Sanofi-Aventis continuing as the surviving corporation. In connection with any merger of Aventis into Sanofi-Aventis, Sanofi-Aventis will file a post-effective amendment to its registration statement on Form F-4 (File no. 333-112314), which will include a prospectus relating to the merger, and will file additional documents with the SEC. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING ANY PRELIMINARY PROSPECTUS OR DEFINITIVE PROSPECTUS (WHEN AVAILABLE) RELATING TO THE MERGER, 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. At the appropriate time, Sanofi-Aventis will provide investors with information on how to obtain any merger-related documents for free from Sanofi-Aventis or from its duly appointed agents. Senior Vice President, Corporate Communications: Nicole Cranois - Vice President, Media Relations: Jean-Marc Podvin Tel: + 33.1.53.77.42.23 - Fax + 33.1.53.77.42.65 - 174 avenue de France - 75013 Paris - www.sanofi-aventis.com [PRESS RELEASE GRAPHIC APPEARS ON SIDE OF PAGE] [SANOFI-AVENTIS LOGO] Paris, September 22, 2004 APPOINTMENTS AT THE COMMUNICATIONS DEPARTMENT OF THE SANOFI-AVENTIS GROUP THE SANOFI-AVENTIS GROUP announced today the appointments within the Communications department of the Group, which is headed by Nicole CRANOIS, Senior Vice President, Communications. - Jocelyne COUPAT, Vice President, International Relations - Agnes GARCIA-GIBOT, Vice President, Internal Communications and Corporate Image - Michel JOLY, Vice President, Product PR - William BRATTON, Deputy Vice President, Product PR - Jean-Marc PODVIN, Vice President, Media Relations - Robert SEBBAG, Vice President, Solidarity mission on access to medicine Are also members of the Communications Management Committee: - Xavier LEGRAND DU LAURENS, Vice President, Communications France - Miriam HENN, Vice President, Communications Germany - Charles F. ROUSE, Vice President, Communications USA. 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). Important Information - --------------------- In connection with its acquisition of Aventis, Sanofi-Aventis has announced that it is studying the feasibility of merging Aventis with and into Sanofi-Aventis, with Sanofi-Aventis continuing as the surviving corporation. In connection with any merger of Aventis into Sanofi-Aventis, Sanofi-Aventis will file a post-effective amendment to its registration statement on Form F-4 (File no. 333-112314), which will include a prospectus relating to the merger, and will file additional documents with the SEC. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING ANY PRELIMINARY PROSPECTUS OR DEFINITIVE PROSPECTUS (WHEN AVAILABLE) RELATING TO THE MERGER, 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. At the appropriate time, Sanofi-Aventis will provide investors with information on how to obtain any merger-related documents for free from Sanofi-Aventis or from its duly appointed agents. Senior Vice President, Corporate Communications: Nicole Cranois - Vice President, Media Relations: Jean-Marc Podvin Tel: + 33.1.53.77.42.23 - Fax + 33.1.53.77.42.65 - 174 avenue de France - 75013 Paris - www.sanofi-aventis.com [PRESS RELEASE GRAPHIC APPEARS ON SIDE OF PAGE] -----END PRIVACY-ENHANCED MESSAGE-----