Sanofi-Synthelabo SA, France's No. 2 drugmaker, will get European Union approval to proceed with a takeover of Aventis SA after agreeing to sell some drug brands to overcome antitrust concerns, people familiar with the matter said.

　　Sanofi, whose 46.5 billion-euro (US$55 billion) hostile bid for Aventis may yet be topped by Novartis AG, offered to sell two anti-blood clot treatments if the takeover succeeds. The asset sale allays concerns by European Commission regulators that the combination would force up prices, said the people, who declined to be identified. The EU ruling is due today.

　　"Both of these companies have been involved in transactions before the commission in the past few years, so it is easy for the authorities to identify the overlaps," said Michel Struys, an antitrust lawyer at Allen & Overy in Brussels, who has represented drug companies before the commission.

　　Sanofi may struggle to outbid Switzerland-based Novartis, which is more than twice its size and has more cash to trump its offer, investors including DWS Investment GmbH's Holger Geissler said last week. The Swiss company last week accepted a request for negotiations by Strasbourg, France-based Aventis, which has rejected Sanofi's bid as too low.

　　Amelia Torres, a spokeswoman for the commission, declined to comment. Sanofi spokesman Jean-Marc Podvin and Aventis spokesman Tony Roddam didn't immediately return calls seeking comment.

　　A merger of Sanofi, run by Chief Executive Jean-Francois Dehecq, 64, and Aventis would create a company with 2003 pharmaceutical revenue of about 21.6 billion euros, trailing Pfizer Inc. and GlaxoSmithKline Plc, Europe's biggest drugmaker. A successful Novartis bid would form the world's biggest maker of cancer medicines and the second-largest drugmaker.

　　French Prime Minister Jean-Pierre Raffarin spoke out in favor of a Sanofi-Aventis combination in March and is opposed to the Novartis offer. The government doesn't own shares of the French drugmakers and any action to block a foreign bidder would be subject to review by the EU. The commission will also have jurisdiction over any bid by Novartis for Aventis.

　　The commission has never vetoed a merger of drug companies as concessions aimed at solving antitrust concerns over overlaps in treatments are usually easily identifiable.

　　Since 1990, the commission has examined 27 mergers between companies producing drugs for human use. None has been blocked.

　　Struys said difficulties arise when companies have competing products in development because there needs to be an assessment of the relative likelihood of success for the different products before divestiture or licensing commitments are made.

　　(Bloomberg News)