January 26, 2004  Sanofi-Synthelabo

Sanofi-Synthelabo announces offer for Aventis's shares

Presentation by : Jean- Francois DEHECQ Chairman & C. E. O.

Sanofi-Synthelabo's Offer for Aventis
Creating the no1 Pharmaceutical Group in Europe, no3 in the World

January 26, 2004

Jean- Francois DEHECQ
Chairman & C. E. O.

Creating the no1 Pharmaceutical Group in Europe, no3 in the World
v   A compelling strategic rationale: creating a platform for strong, sustainable, profitable growth
v   A rapid and efficient implementation led by Sanofi-Synthelabo, with expected annual synergies of Euro 1.6bn before tax in 2006
v   An attractive offer
v   A transaction that creates value for the shareholders of both companies and that serves the interests of both employees and patients
A Compelling Strategic Rationale
 Creating a Platform for Strong, Sustainable, Profitable Growth
v   Accelerate expected sales growth by applying a product and country specific strategy
v   Leverage marketing and sales forces to launch key products successfully
v   Accelerate R&D by focusing combined resources on the most promising projects
v   Improve profitability through a strategy based on rapid growth and an optimised organisation
A Rapid and Efficient Implementation,Led by Sanofi-Synthelabo
A group:
v   Which has consistently delivered on its promises
v   With a class-leading sales and EPS growth rate
v   Which will draw on core competencies of both the Sanofi-Synthelabo and Aventis teams
An Attractive Offer
v   Premium of 15.2% based on the average price over the last month(1), valuing Aventis at Euro47 bn(2)
v   Offer comprises 19% cash /81% shares (with Mix and Match Election feature) (3)
v   Transaction expected to be accretive from 2004 onwards,excluding the consequences of Purchase Accounting and integration & restructuring costs (4)
v   Offer fully supported by Total and LOreal

(1)Based on Sanofi-Synthelabo and Aventis weighted average closing share price
  for the month ended 21 January 2004 (inclusive)
(2)Based on non diluted share capital (excluding treasury shares)
(3)Cum Dividend-see page 28
(4)Based on Adjusted Net Income per share of core business

A Value-Creating Transaction
   Creating a platform for strong, sustainable, profitable growth
   Which should result in multiples in line with the best in the sector
Leading to valuation uplift
 A Compelling Strategic Rationale:
 Creating a Platform for Strong, Sustainable, Profitable Growth
Setting the Scene: Sanofi Setting the Scene: Sanofi-Synthelabo and Aventis in the Global Pharmaceutical Industry (IMS Sales)

   (1) Based on IMS data for the 12 months ended 30 September 2003

Combining Sanofi-Synthelabo and Aventis...
    Sanofi- Synthelabo           Aventis
2002 Sales   Euro7.4 bn consolidated
Euro9.6 bn developed
  Euro20.6 bn consolidated
Euro17.6 bn in core business (2)
2002 Net income margin (1)   24%   15% for core business (2)
Market capitalisation (3)   Euro40 bn   Euro41 bn
Headcount (4)   More than 30,000   More than 70,000
Main therapeutic categories   Cardiovascular, thrombosis,
 central nervous system (CNS),
 oncology and internal medicine
  Thrombosis, allergy, oncology,
 cardiovascular, diabetes and

(1) Net income before exceptional items and goodwill amortisation
(2) Prescription drugs and human vaccines, as well as Aventis 50% stake in Merial and its corporate activities
(3) Based on non diluted share capital (excluding treasury shares) and on the average of Sanofi-Synthelabo
s and Aventis   closing share price weighted by volumes during the month ended 21 January 2004 (inclusive)
(4) As of 31 December 2002

To Create no1 Pharmaceutical Group in Europe, no3 in the World
v   Euro 25bn proforma 2002 consolidated sales for core business
v   5% world market share
v   R&D budget among top 3 in world
v   Group headquarters in France,important operations in Germany and the US, and a direct presence in Japan

Note: Globl R&D budget of Euro4.3 bn proforma 2002 consolidated for core business

With Strong Geographical Positions

Note: Sales and ranks and market shares (IMS) are based on IMS data for the 12 months ended 30 September 2003
(1) North American developed sales were Euro10.2bn, based on IMS sales data for the 12 months ended 30 September 2003

Leverage Complementary Strengths...
v   Well established in key therapeutic categories:
cardiovascular/thrombosis,oncology,diabetes,CNS,internal medicine, vaccines
v   Sanofi-Synthelabo's strengths :
R&D productivity
Broad-based R&D pipeline with potential major launches
Capacity to manage mature products and to achieve strong growth in all regions
v   Aventis's strengths :
Significant R&D resources
Product life-cycle management (LCM)expertise
Large US sales infrastructure
Direct presence in Japan
To Create Additional Value
v   Enhance sales from the existing portfolio,with major products in fast growing therapeutic categories
v   Focus R&D resources on most promising projects
v   Leverage sales and marketing resources to support existing products as well as expected product launches
v   Ensure rapid integration of teams and operations under a strong, committed,supportive management
A Large Portfolio of High-Growth Drugs

(1)Based on IMS data for the 12 months ended 30 September 2003
(2)IMS Consolidated sales of Euro0.9bn and growth of 44%
(3)IMS Consolidated sales of Euro0.6bn and growth of 31%

Key Marketed Products in Fast Growing Categories

Note:the dark lue bars indicate main focus of Sanofi-Synthelabo and Aventis
(1) Historic growth rate for the global vaccines industry is estimated at 12%
(Source:Aventis investor Presentation 26th September,2003)

R&D Portfolio and Budget to Support Long-Term Growth

Source : Sanofi-Synthelabo and Aventis Company Information, and Equity Research

Significant US Potential

...Will all benefit from broad-based marketing and sales forces

Efficient Integration Translating into Significant Synergies

v   Total expected synergies represent 6.4% of proforma 2002 core business sales
v   Cost synergies resulting mainly from optimized structures
v   Sales synergies mainly generated by improved growth from Aventisproducts on markets outside of the US
v   Restructuring costs (non-recurring) of approximately Euro 2bn before tax
A Rapid and Efficient Implementation
Led by Sanofi- Synthelabo
A Group Which Has Consistently Delivered on its Promises

(1) Before exceptional items and goodwill amortisation

With a Growth Rate Above Market

Source:IMS data for the 12 months ended 30 September 2003

And Outstanding Financial Performance

(1) Compound Annual Growth Rate
(2) Before exceptional items and goodwill amortisation
  *earnings per share

Confirmed in 2003 略
An Attractive Offer 
Sanofi-Synthelabo's Offer for Aventis

Creating the no1 Pharmaceutical Group in Europe,no3 in the World
  A compelling strategic rationale:creating a platform for strong, sustainable and profitable growth
  A rapid and efficient implementation led by Sanofi-Synthelabo, with Eruo1.6bn of annual synergies before tax in 2006
  An attractive offer
  A transaction that creates value for the shareholders of both companies and that serves the intersts of both employees and patients
2004E PEG Analysis

Note : Based on average share price for the one-month ended 21st of January 2004, non diluted. Bristol-Myers Squibb and Schering-Plough are excluded (PEG not meaningful)

2004/4/26 日本経済新聞夕刊

仏製薬合併、世界3位 サノフイアベンティス買収へ 7兆円で合意



Eノバルティス   スイス
Hロシュ   スイス

(注)米調査会社 IMSヘルスの販売価格べ一ス売上高シェアランキングを基に作成

2004/4/26 Aventis

Aventis Supervisory Board Recommends Substantially Improved Offer from Sanofi-Synthelabo in Order to Create Sanofi-Aventis

On April 25, 2004, Aventis and Sanofi-Synthelabo 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-Synthelabo offers:

0.8333 of a newly issued Sanofi-Synthelabo ordinary share and a cash compensation of Euro 20 for each Aventis ordinary share tendered (2003 dividend attached), and
1.6667 newly issued Sanofi-Synthelabo ADSs and a cash compensation of Euro 20 for each Aventis ADS.

The offer consists of 71% Sanofi-Synthelabo shares and 29% cash.

This improved offer would value one Aventis share at Euro 68.93 based on the unaffected share price of Sanofi-Synthelabo (one month-average) prior to the launch of their initial offer on January 26, 2004, which valued Aventis with Euro 60.43 per share.

The improved offer values Aventis in total at Eruo 55.3 billion compared to Eruo 48.5 billion for the initial offer.

Principles for the new combined company
The combined company will operate and function under the following principles:

the name of the new group will be Sanofi-Aventis
the Board of Directors will be made up of 17 members: Jean-Francois Dehecq, Chairman and CEO (President 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-Synthelabo board of directors;
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-Synthelabo directors, two of such committees being chaired by a director designated by Aventis and two being chaired by a director designated by Sanofi-Synthelabo;
a Comite de Direction will include an equal number of persons from Aventis and Sanofi-Synthelabo selected by Mr. Jean-Francois Dehecq as Chairman;
an integration committee consisting of an equal number of members selected from Aventis and Sanofi-Synthelabo and Mr. Jean-Francois Dehecq as Chairman, will oversee the integration of the two companies and select the managers of the combined group.

Reasons for Recommending the Offer

The Supervisory Board determined that:

the terms of the improved offer reflect a substantial increase in the premium offered to Aventis shareholders which is now in line with comparable transactions based on various valuation methods;
compared to Sanofi-Synthelabos initial offer, the improved terms reflect adequately the expected growth potential of Aventis in the next few years and its expected contribution to the results and growth of the combined group;
the governance rules and contemplated integration processes, as defined in the proposed agreement, should allow a successful and fair integration between the two companies;
the status of the review and negotiation with the antitrust authorities in Europe and in the U.S., indicate that Sanofi-Synthelabo´s commitments to secure approval should not significantly impact the growth profile of the combined group; and
Sanofi-Synthelabo has assured Aventis that the disclosure in its Registration Statement on US Form F-4 regarding the Plavix litigation is true and correct in all material respects and that there are no material omissions from that disclosure that make such disclosure misleading;
completion of the transaction can be reasonably expected in a short time frame.

Aventis to withdraw outstanding litigation
and specific resolutions from Aventis Annual General Meeting
Aventis will withdraw all claims against Sanofi-Synthelabo and the Autorite des Marches Financiers in connection with Sanofi-Synthelabo
s offer, and will withdraw the resolutions relating to the issuance of Plavix warrants and the limitation of voting rights from its Annual General Meeting, for which a new date will be scheduled.

On April 22, 2004, Novartis accepted the offer of the Aventis Supervisory Board to negotiate the conditions of a potential business combination. During the course of these negotiations, Aventis invited Novartis to submit an offer for consideration by the Supervisory Board. Novartis indicated that it would not be prepared to submit a bid, unless the Supervisory Board first rejected any improved offer from Sanofi-Synthelabo. Aventis has not received any offer from Novartis.

About Aventis
Aventis is dedicated to treating and preventing disease by discovering and developing innovative prescription drugs and human vaccines. In 2003, Aventis generated sales of ? 16.79 billion, invested ? 2.86 billion in research and development and employed approximately 69,000 people in its core business. Aventis corporate headquarters are in Strasbourg, France. For more information, please visit: www.aventis.com