UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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For the month of October 2004
Commission File Number: 001-31368
SANOFI-AVENTIS
(Translation of registrant's name into English)
174, avenue de France, 75013 Paris, FRANCE
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):_____
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes [ ] No [X]
If "Yes" marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________
On October 8, 2004, Sanofi-Aventis (formerly known as
Sanofi-Synthelabo) issued the following joint press release with Proctor &
Gamble.
[SANOFI AVENTIS LOGO]
Paris, October 8, 2004
STRENGTHENING OF THE ALLIANCE ON ACTONEL(R)
BETWEEN THE SANOFI-AVENTIS GROUP
AND PROCTER & GAMBLE
The Sanofi-aventis Group and Procter & Gamble (P&G) announced that they have
signed today an agreement to maintain the collaboration on Actonel(R)
(risedronate sodium tablets).
Sanofi-aventis and P&G believe that this agreement will enhance the global
market presence of Actonel(R). The alliance will continue to promote bone health
and disease awareness through numerous activities to support physicians and
patients. A common commitment has been formalized covering research and
development and commercial efforts in support of Actonel(R). In addition, P&G
will jointly promote Actonel(R) with Sanofi-aventis in some additional
territories.
Actonel(R) is a third-generation bisphosphonate indicated for the prevention and
treatment of osteoporosis in postmenopausal women. For the twelve month period
ending June 30, 2004, total global sales exceeded one billion dollars, up over
65% from the previous year. In accordance with the Alliance agreements,
Sanofi-aventis shares in Actonel(R) results in all the countries where it is
commercialized.
Separately, an option has been granted to P&G providing the right to acquire
certain oral health care brands from Sanofi-aventis - namely the Fluocaril and
Parogencyl brands. The agreement makes it possible to preserve employment within
Sanofi-aventis, thanks to an exclusive supply contract entered into with
Sanofi-aventis for a 5 year period. This activity represented sales less than 55
millions euros in 2003.
ABOUT SANOFI-AVENTIS
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).
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 - France -
www.sanofi-aventis.com
[PRESS RELEASE GRAPHIC APPEARS ON RIGHT-HAND SIDE OF PAGE]
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ABOUT P&G (NYSE:PG)
Two billion times a day, P&G brands touch the lives of people around the world.
The company has one of the strongest portfolios of trusted, quality, leadership
brands, including Pampers(R), Tide(R), Ariel(R), Always(R), Whisper(R),
Pantene(R), Bounty(R), Pringles(R), Folgers(R), Charmin(R), Downy(R), Lenor(R),
Iams(R), Crest(R), Actonel(R), Olay(R) and Clairol Nice `n Easy(R), Head &
Shoulders(R), and Wella. The P&G community consists of almost 110,000 employees
working in over 80 countries worldwide. Please visit http://www.pg.com for the
latest news and in-depth information about P&G and its brands.
FOR SANOFI-AVENTIS: This press release contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that are not historical facts. These statements
include financial projections and estimates and their underlying assumptions,
statements regarding plans, objectives and expectations with respect to future
operations, products and services, and statements regarding future performance.
Forward-looking statements are generally identified by the words "expect,"
"anticipates," "believes," "intends," "estimates" and similar expressions.
Although Sanofi-aventis' management believes that the expectations reflected in
such forward-looking statements are reasonable, investors are cautioned that
forward-looking information and statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally beyond the
control of Sanofi-aventis, that could cause actual results and developments to
differ materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties
include those discussed or identified in the public filings with the SEC and the
AMF made by Sanofi-aventis and Aventis, including those listed under
"Forward-Looking Statements" and "Risk Factors" in our annual report on Form
20-F for the year ended December 31, 2003. Other than as required by applicable
law, Sanofi-aventis does not undertake any obligation to update or revise any
forward-looking information or statements.
Investors may obtain a free copy of the Form 20-F filed with the SEC on April 2,
2004 and any other documents filed by Sanofi-aventis with the SEC at www.sec.gov
and may obtain the Reference Document filed with the AMF on April 2, 2004
(N(degree) 04-0391) and other documents filed with the AMF at
www.amf-france.org. Free copies may also be obtained directly from
Sanofi-aventis on our web site at: www.sanofi-aventis.com.
FOR P&G: All statements, other than statements of historical fact included in
this release, are forward-looking statements, as that term is defined in the
Private Securities Litigation Reform Act of 1995. In addition to the risks and
uncertainties noted in this release, there are certain factors that could cause
actual results to differ materially from those anticipated by some of the
statements made. These include: (1) the ability to achieve business plans,
including with respect to lower income consumers and growing existing sales and
volume profitably despite high levels of competitive activity, especially with
respect to the product categories and geographical markets (including developing
markets) in which the company has chosen to focus; (2) successfully executing,
managing and integrating key acquisitions (including the Domination and Profit
Transfer Agreement with Wella); (3) the ability to manage and maintain key
customer relationships; (4) the ability to maintain key manufacturing and supply
sources (including sole supplier and plant manufacturing sources); (5) the
ability to successfully manage regulatory, tax and legal matters (including
product liability matters), and to resolve pending matters within current
estimates; (6) the ability to successfully implement, achieve and sustain cost
improvement plans in manufacturing and overhead areas, including the success of
the company's outsourcing projects; (7) the ability to successfully manage
currency (including currency issues in volatile countries), interest rate and
certain commodity cost exposures; (8) the ability to manage the continued global
political and/or economic uncertainty and disruptions, especially in the
company's significant geographical markets, as well as any political and/or
economic uncertainty and disruptions due to terrorist activities; (9) the
ability to successfully manage increases in the prices of raw materials used to
make the company's products; (10) the ability to stay close to consumers in an
era of increased media fragmentation; and (11) the ability to stay on the
leading edge of innovation. For additional information concerning factors that
could cause actual results to materially differ from those projected herein,
please refer to our most recent 10-K, 10-Q and 8-K reports.
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INVESTOR RELATIONS DEPARTMENT
E-mail : IR@sanofi-aventis.com
Europe US
Tel : + 33 1 53 77 45 45 Tel. :+1 212 551 40 18
Fax : + 33 1 53 77 42 96 Fax : +1 646 487 40 18
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 - France -
www.sanofi-aventis.com
[PRESS RELEASE GRAPHIC APPEARS ON RIGHT-HAND SIDE OF PAGE]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: October 8, 2004 SANOFI-AVENTIS
By: /s/ Jean-Claude Leroy
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Name: Jean-Claude Leroy
Title: Senior Vice President &
Chief Financial Officer