Rhône-Poulenc S.A.  and Hoechst AG  announced May 17, 1999, an accelerated timetable for full merger of both companies into one life-sciences company, Aventis, by November 1999. On Tuesday, May 11, the Board of Directors of Rhône-Poulenc and the Supervisory Board of Hoechst approved the planned transaction. Kuwait Petroleum Corporation (KPC), the largest shareholder of Hoechst AG, also approved the planned merger in principle.

Although spokespersons for Hoechst and Rhone-Poulenc maintain Aventis still will be a "merger of equals," Hoechst shareholders will receive a majority stake, rather than the more even split originally proposed. Aventis will be incorporated in France with headquarters in  Strasbourg, but will be a publicly traded with listings on the Paris, Frankfurt and New York stock exchanges. Jürgen Dormann will act as Chairman of the Board of Management and Jean-René Fourtou as Vice Chairman.

Hoechst and Rhône-Poulenc plan to submit this project to extraordinary shareholder meetings in mid-July 1999.

Prior to the merger, Hoechst intends to:

• Spin off selected chemical assets into Celanese AG. The divested company will comprise Celanese, Ticona, Nutrinova and Trespaphan as well as Hoechst's interests in Targor and Dyneon and other industrial and service companies. The shares of Celanese AG, a publicly quoted company, will be distributed to Hoechst's shareholders in a ratio of 1 for 10.
• Distribute a special dividend to its shareholders. The shareholders of Hoechst will receive a special dividend amounting to Euros 1.5 billion. Eligible shareholders will also receive the full corporation tax credit. The payment of the special dividend to Hoechst's shareholders is conditional upon the successful implementation of the Aventis transaction.
• Repurchase a portion of its shares. Between mid-May and early October, Hoechst will seek to repurchase around 29 million of its own shares, equivalent to approximately 5 percent of the subscribed capital.