Stmnt re Sanofi-Synthelabo
Total S.A.
26 January 2004
2, place de la Coupole
La Defense 6
92 400 Courbevoie France
Fax: 33 (1)47 44 68 21
Catherine ENCK
Tel. :33 (1)47 44 37 76
Patricia MARIE
Tel. :33 (1)47 44 45 90
Paul FLOREN
Tel. :33 (1)47 44 45 91
Christine de CHAMPEAUX
Tel. :33 (1)47 44 47 49
Laurence FRANCISCO
Tel. :33 (1)47 44 51 04
Bertille ARON
Tel. :33(1)47 44 67 12
Isabelle CABROL
Tel. :33 (1)47 44 64 24
Charles-Edouard ANFRAY
Tel. :33 (1)47 44 65 55
Franklin BOITIER
Tel. :33 (1)47 44 59 81
TOTAL S.A.
Capital 6 491 182 360 euros
542 051 180 R.C.S. Nanterre
www.total.com
Total approves the offer by Sanofi-Synthelabo
Paris, January 26, 2004 - Sanofi-Synthelabo has just announced a public offer
for the shares of Aventis. This operation would lead to the creation of the No.1
player in the pharmaceutical industry in Europe and No.3 worldwide.
Total has approved this offer and will approve the capital increase that will be
submitted to the general meeting of the shareholders of Sanofi-Synthelabo.
Total is the fourth largest oil and gas company in the world with operations in
more than 130 countries. Total's activities cover the whole energy chain of the
petroleum industry: exploration, oil and gas production, refining and marketing,
trading and power generation. The Group is also a major player in chemicals
through its chemicals branch, Atofina. Total has 121,500 employees worldwide.
More information can be found on the company's website: www.total.com
Important Information
In connection with the proposed acquisition of Aventis, Sanofi-Synthelabo will
file with the United States Securities and Exchange Commission (SEC), a
registration statement on Form F-4, which will include a preliminary prospectus
and related exchange offer materials, to register the Sanofi-Synthelabo ordinary
shares (including Sanofi-Synthelabo ordinary shares represented by
Sanofi-Synthelabo ADSS) to be issued in exchange for Aventis ordinary shares
held by holders located in the United States and for Aventis ADSS held by
holders wherever located, as well as a Statement on Schedule TO. Investors and
holders of Aventis securities are strongly advised to read the registration
statement and the preliminary prospectus, the related exchange offer materials
and the final prospectus (when available), the Statement on Schedule TO and any
other relevant documents filed with the SEC, as well as any amendments and
supplements to those documents, because they will contain important information.
Investors and holders of Aventis securities may obtain free copies of the
registration statement, the preliminary and final prospectus and related
exchange offer materials and the Statement on Schedule TO (when available), as
well as other relevant documents filed with the SEC, at the SEC's web site at
www.sec.gov and will receive information at an appropriate
time on how to obtain transaction-related documents for free from
Sanofl-Synthelabo or its duly designated agent. At the appropriate time,
Sanofl-Synthelabo will issue an offer prospectus in accordance with German law,
which will be the only document applicable in connection with the public offer
made by Sanofi-Synthelabo to holders of Aventis ordinary shares located in
Germany (the 'German Offer'). Any decision to tender Aventis ordinary shares in
exchange for Sanofl-Synthelabo ordinary shares under the German Offer must be
taken exclusively with regard to the terms and conditions of the German Offer,
when it is commenced, as well as with regard to the information included in the
offer prospectus which will be issued in Germany.
This communication is for information purposes only. It shall not constitute an
offer to purchase or exchange or the solicitation of an offer to sell or
exchange any securities of Aventis or an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities of Sanofl-Synthelabo,
nor shall there be any sale or exchange of securities in any Jurisdiction
(including the United States, Germany, Italy and Japan) in which such offer,
solicitation or sale or exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The distribution of this
communication may, in some countries, be restricted by law or regulation.
Accordingly, persons who come into possession of this document should inform
themselves of and observe these restrictions. The solicitation of offers to buy
Sanofl-Synthelabo ordinary shares (including Sanofl-Synthelabo ordinary shares
represented by Sanofl-Synthelabo ADSS) in the United States will only be made
pursuant to a prospectus and related offer materials that Sanofi-Synthelabo
expects to send to holders of Aventis securities. The Sanofl-Synthelabo
ordinary shares (including Sanofl-Synthelabo ordinary shares represented by
Sanofl-Synthelabo ADSS) may not be sold, nor may offers to buy be accepted, in
the United States prior to the time the registration statement becomes effective.
No offering of securities shall be made in the United States except by means of
a prospectus meeting the requirements of Section 10 of the United States
Securities Act of 1933, as amended.
This information is provided by RNS
The company news service from the London Stock Exchange
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