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offre publique d'achat à titre principal

English translation: principal terms [standard entitlement] versus secondary terms [mixed cash-and share offer]

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14:05 Jun 24, 2004
French to English translations [Non-PRO]
Bus/Financial - Finance (general)
French term or phrase: offre publique d'achat à titre principal
It's the "à titre principal" that I don't know
Sarah
English translation:principal terms [standard entitlement] versus secondary terms [mixed cash-and share offer]
Explanation:
Please see this press release...look for ASTERISKS..the French equivalent is labelled PRINCIAPLE and SECONDAIRE...

A compelling strategic rationale :
Creating a platform for strong, sustainable and profitable growth
Creating the N°1 pharmaceutical group in Europe, N°3 in the world
A large portfolio of high-growth drugs
Third largest R&D budget in the industry, with almost 60 projects in late stage development
Expected synergies of € 1.6bn per year before tax
For 6 Aventis shares, standard entitlement of 5 Sanofi-Synthelabo shares and €69 in cash (1)
An attractive premium of 15.2% (5)
A transaction expected to be accretive on the adjusted net income from 2004

SANOFI-SYNTHELABO (PARIS: SAN, NYSE: SNY) announced a share and cash offer on AVENTIS's shares (PARIS: AVE, FRANKFURT: AVE.ETR, NYSE: AVE). The offer documents have been filed in Paris today and will be filed in the coming days in the United States and Germany.

Completion of the transaction will create the N°1 pharmaceutical group in Europe, N°3 in the world, with pro forma 2002 consolidated sales of € 25bn in the core business (2), and a strong direct presence in all major world markets. The headquarters will be in Paris.

The new group will benefit from a large portfolio of high-growth drugs, with 9 products that individually generated annual sales of over €500 million in 2003 (3). It will enjoy firmly established positions in key fast-growth therapeutic fields such as cardiovascular, thrombosis, oncology, diabetes, central nervous system, urology, internal medicine and human vaccines.

The new group will have the third largest R&D budget in the industry, with close to 60 projects in late-stage clinical development (Phases II, III and life cycle management) (4), to drive medium and long-term growth.

Annual synergies are expected to be €1.6bn before tax, with 10% achievable in 2004, 60% in 2005 and 100% from 2006. The integration and restructuring costs are forecast at approximately € 2 bn before tax.

The offer is attractive for Aventis's shareholders, with a premium of 15.2% based on the average share price over the month ended January 21st, 2004 (5), valuing each Aventis share at €60.43 (5).

The transaction is expected to be accretive to adjusted net income (6) per share of the core business (2) from 2004 onwards.

The offer was approved unanimously by the Board of Directors of Sanofi-Synthelabo on January 25, 2004 and is fully supported by Total and L'Oréal, Sanofi-Synthelabo's principal shareholders.

"This major strategic project will enable us to take advantage of our exceptional complementary businesses to create a market leader with strong, sustainable, profitable growth for the benefit of patients" said Mr Jean-François Dehecq.

"Our goals are :
- to accelerate expected revenue growth by tailoring our strategy to products and geographic markets
- to optimize upcoming major product launches through the combined marketing and sales resources of Sanofi-Synthelabo and Aventis
- to enhance R&D productivity by focusing combined resources on the most promising projects in order to continue providing patients with innovative medicines
- to improve profitability through a strategy based on rapid growth and an optimized organization

"The combination of Sanofi-Synthelabo and Aventis will create long-term value for all shareholders and will be successful thanks to the dedication of both groups' employees around a shared future."

[The principal terms of the offer are as follows:
****a 'standard entitlement' (1) of 5 Sanofi-Synthelabo shares (7) and €69 in cash for 6 Aventis shares (7)*** à titre principale IN THE FRENCH PROSPECTUS],
An ****'all stock election' (1): 35 Sanofi-Synthelabo shares (7) for 34 Aventis shares (7)
An 'all cash election' : €60.43 for each Aventis (7) share**** [a titre secondaire in the FRENCH PRODSPECTUS!!]
Aventis shareholders can opt for either or a combination of the above, provided that, in aggregate, 81% of the Aventis shares tendered will be exchanged for Sanofi-Synthelabo shares and 19% of the Aventis shares tendered will be exchanged for cash.

The offer is conditional on obtaining over 50% of the issued share capital and the voting rights on a fully diluted basis, as well as expiration or termination of the applicable waiting period under the US Hart-Scott Rodino Act and no order being entered prohibiting the transaction.

A General Meeting of Sanofi-Synthelabo shareholders will be convened to approve the issuance of the new shares to be exchanged for the Aventis shares tendered.

Sanofi-Synthelabo estimates that the offer should be completed during the second quarter of 2004.

Sanofi-Synthélabo is a major global research-based pharmaceutical group with 32,500 employees in more than 100 countries. With sales of €8 billion in 2003, Sanofi-Synthélabo ranks among the world's top 15 pharmaceutical companies. The company is headquartered in Paris and listed in Paris and in New York. With an R&D portfolio of 55 compounds in development, Sanofi-Synthélabo is focused on a core group of four therapeutic areas: cardiovascular disease and thrombosis; diseases of the central nervous system; internal medicine; and oncology.

Aventis is dedicated to treating and preventing disease by discovering and developing innovative prescription drugs and human vaccines. In 2002, Aventis generated sales of €17.6 billion, invested €3.1 billion in research and development and employed approximately 71,000 people in its core business. Aventis corporate headquarters are in Strasbourg, France.



--------------------------------------------------------------------------------


Jean-François Dehecq, Chairman and Chief Executive Officer, of Sanofi-Synthelabo will present the proposed transaction and the terms of the offer :
Time : Monday 26 January 2004 at 10:00 CET - (9:00 GMT)
Place : Pavillon Ledoyen
1 avenue Dutuit
75008 PARIS
Salon Offenbach
(Métro Champs-Elysées Clémenceau)
The meeting will be conducted in French with simultaneous English translation


IT REFERS TO THE "PARTS" OF THE OFFER....MAIN AND SECONDARY TERMS OR PARTS....THAT'S HOW I SEE IT...THE ENGLISH DOESN'T GO INTO THESE DETAILS USUALLY.....
Selected response from:

Jane Lamb-Ruiz
Grading comment
Very helpful, thanks very much
4 KudoZ points were awarded for this answer

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Summary of answers provided
5principal terms [standard entitlement] versus secondary terms [mixed cash-and share offer]Jane Lamb-Ruiz


  

Answers


5 hrs   confidence: Answerer confidence 5/5
offre publique d'achat à titre principal
principal terms [standard entitlement] versus secondary terms [mixed cash-and share offer]


Explanation:
Please see this press release...look for ASTERISKS..the French equivalent is labelled PRINCIAPLE and SECONDAIRE...

A compelling strategic rationale :
Creating a platform for strong, sustainable and profitable growth
Creating the N°1 pharmaceutical group in Europe, N°3 in the world
A large portfolio of high-growth drugs
Third largest R&D budget in the industry, with almost 60 projects in late stage development
Expected synergies of € 1.6bn per year before tax
For 6 Aventis shares, standard entitlement of 5 Sanofi-Synthelabo shares and €69 in cash (1)
An attractive premium of 15.2% (5)
A transaction expected to be accretive on the adjusted net income from 2004

SANOFI-SYNTHELABO (PARIS: SAN, NYSE: SNY) announced a share and cash offer on AVENTIS's shares (PARIS: AVE, FRANKFURT: AVE.ETR, NYSE: AVE). The offer documents have been filed in Paris today and will be filed in the coming days in the United States and Germany.

Completion of the transaction will create the N°1 pharmaceutical group in Europe, N°3 in the world, with pro forma 2002 consolidated sales of € 25bn in the core business (2), and a strong direct presence in all major world markets. The headquarters will be in Paris.

The new group will benefit from a large portfolio of high-growth drugs, with 9 products that individually generated annual sales of over €500 million in 2003 (3). It will enjoy firmly established positions in key fast-growth therapeutic fields such as cardiovascular, thrombosis, oncology, diabetes, central nervous system, urology, internal medicine and human vaccines.

The new group will have the third largest R&D budget in the industry, with close to 60 projects in late-stage clinical development (Phases II, III and life cycle management) (4), to drive medium and long-term growth.

Annual synergies are expected to be €1.6bn before tax, with 10% achievable in 2004, 60% in 2005 and 100% from 2006. The integration and restructuring costs are forecast at approximately € 2 bn before tax.

The offer is attractive for Aventis's shareholders, with a premium of 15.2% based on the average share price over the month ended January 21st, 2004 (5), valuing each Aventis share at €60.43 (5).

The transaction is expected to be accretive to adjusted net income (6) per share of the core business (2) from 2004 onwards.

The offer was approved unanimously by the Board of Directors of Sanofi-Synthelabo on January 25, 2004 and is fully supported by Total and L'Oréal, Sanofi-Synthelabo's principal shareholders.

"This major strategic project will enable us to take advantage of our exceptional complementary businesses to create a market leader with strong, sustainable, profitable growth for the benefit of patients" said Mr Jean-François Dehecq.

"Our goals are :
- to accelerate expected revenue growth by tailoring our strategy to products and geographic markets
- to optimize upcoming major product launches through the combined marketing and sales resources of Sanofi-Synthelabo and Aventis
- to enhance R&D productivity by focusing combined resources on the most promising projects in order to continue providing patients with innovative medicines
- to improve profitability through a strategy based on rapid growth and an optimized organization

"The combination of Sanofi-Synthelabo and Aventis will create long-term value for all shareholders and will be successful thanks to the dedication of both groups' employees around a shared future."

[The principal terms of the offer are as follows:
****a 'standard entitlement' (1) of 5 Sanofi-Synthelabo shares (7) and €69 in cash for 6 Aventis shares (7)*** à titre principale IN THE FRENCH PROSPECTUS],
An ****'all stock election' (1): 35 Sanofi-Synthelabo shares (7) for 34 Aventis shares (7)
An 'all cash election' : €60.43 for each Aventis (7) share**** [a titre secondaire in the FRENCH PRODSPECTUS!!]
Aventis shareholders can opt for either or a combination of the above, provided that, in aggregate, 81% of the Aventis shares tendered will be exchanged for Sanofi-Synthelabo shares and 19% of the Aventis shares tendered will be exchanged for cash.

The offer is conditional on obtaining over 50% of the issued share capital and the voting rights on a fully diluted basis, as well as expiration or termination of the applicable waiting period under the US Hart-Scott Rodino Act and no order being entered prohibiting the transaction.

A General Meeting of Sanofi-Synthelabo shareholders will be convened to approve the issuance of the new shares to be exchanged for the Aventis shares tendered.

Sanofi-Synthelabo estimates that the offer should be completed during the second quarter of 2004.

Sanofi-Synthélabo is a major global research-based pharmaceutical group with 32,500 employees in more than 100 countries. With sales of €8 billion in 2003, Sanofi-Synthélabo ranks among the world's top 15 pharmaceutical companies. The company is headquartered in Paris and listed in Paris and in New York. With an R&D portfolio of 55 compounds in development, Sanofi-Synthélabo is focused on a core group of four therapeutic areas: cardiovascular disease and thrombosis; diseases of the central nervous system; internal medicine; and oncology.

Aventis is dedicated to treating and preventing disease by discovering and developing innovative prescription drugs and human vaccines. In 2002, Aventis generated sales of €17.6 billion, invested €3.1 billion in research and development and employed approximately 71,000 people in its core business. Aventis corporate headquarters are in Strasbourg, France.



--------------------------------------------------------------------------------


Jean-François Dehecq, Chairman and Chief Executive Officer, of Sanofi-Synthelabo will present the proposed transaction and the terms of the offer :
Time : Monday 26 January 2004 at 10:00 CET - (9:00 GMT)
Place : Pavillon Ledoyen
1 avenue Dutuit
75008 PARIS
Salon Offenbach
(Métro Champs-Elysées Clémenceau)
The meeting will be conducted in French with simultaneous English translation


IT REFERS TO THE "PARTS" OF THE OFFER....MAIN AND SECONDARY TERMS OR PARTS....THAT'S HOW I SEE IT...THE ENGLISH DOESN'T GO INTO THESE DETAILS USUALLY.....

Jane Lamb-Ruiz
Specializes in field
Native speaker of: Native in EnglishEnglish, Native in PortuguesePortuguese
PRO pts in category: 763
Grading comment
Very helpful, thanks very much
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