Exhibit 99.1
AMENDMENT AGREEMENT
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This Amendment Agreement ("Amendment Agreement") is made and
entered into as of the 19th of May 2004, between Sanofi-Synthelabo, a French
societe anonyme ("Sanofi-Synthelabo") and Aventis, a French societe anonyme
("Aventis") for the purposes of amending certain terms of the agreement entered
into between the parties hereto on April 25, 2004 (the "Original Agreement").
1. Amendment. The parties hereto hereby agree that Schedule 1
(Liquidity for Aventis stock-options) to the Original Agreement shall be amended
and replaced by Schedule 1 to this Amendment Agreement. For the avoidance of
doubt, all other provisions of the Original Agreement shall not be affected by
the terms of this Amendment Agreement.
2. Governing Law. This Amendment Agreement shall be governed
by and construed in accordance with the laws of France without giving effect to
the principles of conflict of law. Any and all disputes arising out of or in
connection with this Amendment Agreement shall be submitted in the first
instance to the exclusive jurisdiction of the Commercial Court of Paris.
IN WITNESS WHEREOF, each of the undersigned has caused this
Amendment Agreement to be duly signed as of the date first above written.
AVENTIS
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Chairman of the Management Board
SANOFI-SYNTHELABO
By: /s/ XXXX-XXXXXXXX DEHECQ
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Name: Xxxx-Xxxxxxxx Dehecq
Title: Chairman and Chief Executive Officer
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SCHEDULE 1
LIQUIDITY FOR AVENTIS STOCK-OPTIONS
The liquidity mechanism described below shall be offered by Sanofi-Synthelabo in
the form of a joint letter with Aventis to be dispatched by mail within 30 days
of the publication of the results of the French Offer. This offer of liquidity
mechanism will remain open for acceptance until 31 March 2005.
The objective of this liquidity mechanism is to enable the Aventis, RPR or
Hoechst stock option holders not to be affected by the Offers and to benefit
from its terms once the stock options will be exercised without undue cost to
the holders, Sanofi-Synthelabo and Aventis, RPR or Hoechst.
For the avoidance of doubt, if (i) any particular situation would not be
properly covered by the following liquidity mechanism or (ii) the enforcement of
any provision of this mechanism turns out to be impossible or significantly
detrimental to the stock-option holders, to Aventis or to Sanofi-Synthelabo with
regard to securities or company or tax laws, a specific alternative solution
will be fairly determined between Aventis and Sanofi-Synthelabo
*
Sanofi-Synthelabo will offer all Aventis, RPR or Hoechst Stock Option holders a
liquidity agreement, the main terms and conditions of which will be the
following (such terms and conditions to be detailed in good faith in the
liquidity agreement):
o Undertaking by Sanofi-Synthelabo to exchange the Aventis
shares purchased or subscribed for pursuant to the exercise of
Stock Options, whether before or after the close of the Offer,
under the following terms :
(i) the exchange of shares shall take place only in the case
where (x) the Aventis shares are no longer listed on the
Euronext Paris or Frankfurt or New York Stock Exchange,
(y) Sanofi-Synthelabo owns more than 90% of Aventis
outstanding ordinary shares or (z) the average daily
volume of Aventis shares traded on Euronext Paris during
any twenty trading day period is less than 1,000,000
shares;
(ii) the exchange of shares shall take place (a) at the
holder's request, at any time during the "Liquidity
Period". The Liquidity Period shall be the period
during which the holder is entitled to exercise his
Options under the terms of the relevant options scheme,
but starting, as the case may be, at the end of the
period when the exercise of the liquidity agreement will
not create any negative tax or social charges for a
company of the Sanofi Synthelabo group (the "Restricted
Period"), plus any additional waiting period required by
law to get the full tax benefit(1)(such Liquidity Period
being adjusted, for Option Shares funded from employees
saving plans (PEE), as corresponding to a period of six
month following the expiry of
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1 For French option holders, this refers to a waiting period for options granted
since April 27, 2000 of 2 years following the latest of (i) the expiry of the
holding period of 4 years following the grant of the options and (ii) the
exercise date of the option.
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the specific tax and social security holding period
applicable to PEE) or (b) at the latest, by the expiry of
the Liquidity Period ;
(iii)the exchange ratio of Aventis shares to Sanofi-Synthelabo
shares will be 1.1739 Sanofi-Synthelabo shares for each
Aventis share, subject to adjustment in case of any event
affecting the share capital or net equity of Aventis
(to the extent this adjustment is already provided for
in the existing Aventis/RPR/Hoechst Stock Option plans,
it being understood that Sanofi-Synthelabo will consider
appropriate adjustments not provided for in the existing
Aventis/RPR/Hoechst Stock Option Plans, and that such
adjustments will not be less favourable than the
adjustments provided for in the Sanofi-Synthelabo Stock
Option Plans) or Sanofi-Synthelabo following the close of
the Offer such as (but not limited to) those transactions
defined by article L. 225-181 of the French Commercial
Code, or a split or a distribution of assets or of an
extraordinary dividend to the shareholders of Aventis or
Sanofi-Synthelabo, in each case so that the economic
balance of the liquidity agreement be maintained for the
holders; any difficulty in applying the adjustment will
be resolved by an independent expert;
(iv) for the avoidance of doubt, the beneficiaries of the
liquidity agreement shall agree not to exercise their
stock options during the Restricted Period.
o Undertaking to pay fractions (rompus) of Option Shares on the
same basis;
o Undertaking to pay the equivalent of the Option Shares in cash
as determined in accordance with the above principles (for an
amount equal to the market price of the Sanofi-Synthelabo
shares that would have been exchanged) on the same basis where
the applicable regulations of the residence of the relevant
Stock Option holders prohibits the delivery of
Sanofi-Synthelabo shares against Aventis shares, except where
such payment would be legally prohibited or would create
material adverse tax or social charges for companies of the
Sanofi-Synthelabo group;
o In case of a merger of Aventis into Sanofi-Synthelabo or a
company of Sanofi-Synthelabo's group, assumption by the
absorbing company of Aventis' obligations in relation with the
Options (or, as the case may be, amendment of RPR and Hoechst
purchase Options plans) in such a way that the options granted
by the absorbing company (or, as the case may be, by RPR or
Hoechst) allow the Stock Option holders to acquire or
subscribe for shares of the latter based on the merger
exchange ratio.
o In addition, the rights of the holders of Stock Options or
Option Shares under the liquidity agreement will be preserved
notwithstanding the merger with a company of the
Sanofi-Synthelabo group, in such a way that the number of
Sanofi-Synthelabo shares they will receive in exchange for
their shares in the absorbing company remains equal to the
number of Sanofi-Synthelabo shares they would have received if
the merger had not taken place.
In the particular case of a merger of Aventis into
Sanofi-Synthelabo, if the merger exchange ratio is less
favorable than the ratio of the subsidiary exchange branch of
the Offer, the deficiency will be compensated by an
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allocation of new stock options or alternatively, if such
grant of options would create material adverse legal or tax
consequences, Sanofi-Synthelabo shares;
o The Stock Option holders expressly consent to their Option
Shares funded from employee savings plans (PEE) being
excluded, subject to the AMF's approval, from the scope of a
public buyout offer (OPR) followed by a compulsory squeeze out
(RO) on Aventis, for those Option Shares still under the tax
and social security holding period applicable to PEE at the
time of the OPR-RO if applicable laws or regulations do not
permit a tax neutral roll-over under the RO.
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