RNS Number:2361J
Celltech Group PLC
26 March 2003

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
                                     JAPAN



                                                                   26 March 2003

                        CELLTECH GROUP PLC ("CELLTECH")

                CASH OFFER FOR OXFORD GLYCOSCIENCES PLC ("OGS")

Celltech notes the announcements released this morning by both OGS and CAT.

Since the announcement on Wednesday, 26 February 2003 of Celltech's all cash
offer for OGS, OGS has repeatedly suggested to its shareholders that potential
further offers for OGS (including a possible revised offer from CAT) may be
forthcoming.

As OGS Shareholders will be aware, none of these potential offers for OGS have
yet materialised and there is no guarantee that any such offer for OGS will be
forthcoming. Celltech's all cash offer of 182 pence per OGS Share represents an
increasingly generous offer for OGS as, due to OGS' continuing cash burn, the
value of OGS and its assets to Celltech, or any other potential offeror,
declines as time progresses.

OGS Shareholders should be aware that based on the mid price of a CAT Share at
12 noon today, the implied value of OGS under the all paper CAT merger offer, is
#66.1 million or 118.5 pence per OGS share. In comparison, the value of
Celltech's all cash offer is #101.4 million or 182 pence per OGS Share
representing an additional 63.5 pence over the implied value of an OGS Share
under the CAT merger offer.

Celltech wishes to remind OGS shareholders that the first closing date is
Monday, 31 March 2003 and encourages OGS Shareholders to accept its all cash
offer.

Enquiries:

For further information contact:
Celltech Group plc                                Telephone: +44 (0)1753 534 655
Dr Peter Fellner, Chief Executive
Peter Allen, Chief Financial Officer
Richard Bungay, Director of Corporate Communications

JPMorgan                                          Telephone: +44 (0)20 7742 4000
Bernard Taylor, Vice Chairman
Julian Oakley, Managing Director

Brunswick London                                  Telephone: +44 (0)20 7404 5959
Jon Coles
Fiona Fong

Brunswick New York                                    Telephone: +1 212 333 3810
Cindy Leggett-Flynn



Terms defined in the Offer Document have the same meaning when used in this
announcement.

Celltech and JPMorgan, acting on its behalf outside the United States, are
offering to purchase all of the issued and to be issued ordinary shares of 5
pence each in OGS (including those represented by OGS ADSs) at a price of 182
pence per OGS Share.

This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. The Offer is being made solely by the Offer Document and the
Acceptance Forms accompanying the Offer Document, which contain the full terms
and conditions of the Offer, including details of how the Offer may be accepted.
Celltech filed with the SEC a Tender Offer Statement on Schedule TO containing
the Offer Document and other related information on 3 March 2003. Free copies of
those documents are available on the SEC's website at www.sec.gov. The Offer
Document and the Acceptance Forms accompanying the Offer Document have been made
available to all OGS Securityholders at no charge to them. OGS Securityholders
are advised to read the Offer Document and the accompanying Acceptance Forms
which have been sent to them because they contain important information. OGS
Securityholders in the United States are also advised to read the Tender Offer
Statement because it contains important information.

Unless otherwise determined by Celltech and permitted by applicable law and
regulation, the Offer (including the Loan Note Alternative) is not being made,
directly or indirectly, in or into, or by use of the mails of, or by any other
means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or of any facility of a
national securities exchange of Canada, nor is it being made in or into
Australia or Japan and the Offer is not capable of acceptance by any such use,
means, instrumentality or facilities or from within Australia, Canada or Japan.
Accordingly, unless otherwise determined by Celltech and permitted by applicable
law and regulation, neither copies of this announcement nor any other documents
relating to the Offer have been, or may be, mailed or otherwise forwarded,
distributed or sent in or into Australia, Canada or Japan and persons receiving
such documents (including custodians, nominees and trustees) must not distribute
or send them in, into or from such jurisdictions.

The Loan Notes to be issued pursuant to the Loan Note Alternative available
under the Offer have not been, and will not be, listed on any stock exchange and
have not been and will not be registered under the US Securities Act of 1933, as
amended or under any relevant securities laws of any state or other jurisdiction
of the United States, or under the relevant securities laws of Australia, Canada
or Japan or any other jurisdiction. Accordingly, unless an exemption under such
relevant laws is available, Loan Notes may not be offered, sold, re-sold or
delivered, directly or indirectly, in, into or from the United States,
Australia, Canada or Japan or any other jurisdiction in which an offer of Loan
Notes would constitute a violation of relevant laws or require registration of
the Loan Notes, or to or for the account or benefit of any US Person or resident
of Australia, Canada or Japan or any other such jurisdiction.

THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING THE INITIAL OFFER PERIOD. THE
INITIAL OFFER PERIOD FOR ACCEPTANCES AND WITHDRAWALS WILL EXPIRE AT 3:00 P.M.
(LONDON TIME), 10:00 A.M. (NEW YORK CITY TIME), ON 31 MARCH 2003, UNLESS
EXTENDED TO A LATER CLOSING DATE. AT THE CONCLUSION OF THE INITIAL OFFER PERIOD,
IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED, FULFILLED OR, WHERE
PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF
AT LEAST 14 CALENDAR DAYS. OGS SECURITYHOLDERS WILL HAVE THE RIGHT TO WITHDRAW
THEIR ACCEPTANCES OF THE OFFER FROM THE DATE OF THIS ANNOUNCEMENT UNTIL THE
SPECIFIED TIME ON THE LAST DAY OF THE INITIAL OFFER PERIOD, BUT NOT DURING THE
SUBSEQUENT OFFER PERIOD.

The Offer is conditional upon, among other things, valid acceptances being
received (and not, where permitted, being withdrawn) by 3:00 p.m. (London time),
10:00 a.m. (New York City time) on 31 March 2003, or such later time(s) and/or
date(s) as Celltech may, subject to the City Code and in accordance with the US
Securities Exchange Act of 1934, as amended (the "Exchange Act"), decide in
respect of not less than 90 percent (or such lesser percentage as Celltech may
decide) of the OGS Shares (including OGS Shares represented by OGS ADSs) to
which the Offer relates, provided that this condition will not be satisfied
unless Celltech shall have acquired, or agreed to acquire, pursuant to the Offer
or otherwise, OGS Shares (including OGS Shares represented by OGS ADSs) carrying
in aggregate more than 50 per cent of the voting rights normally exercisable at
a general meeting of OGS, including for this purpose (to the extent, if any,
required by the Panel) any voting rights attaching to any OGS Shares (including
OGS Shares represented by OGS ADSs) that are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances pursuant
to the exercise of any outstanding subscription or conversion rights or
otherwise.

Celltech reserves the right (but will not be obliged, other than as may be
required by the City Code or the Exchange Act) at any time or from time to time
to extend the Offer and, in such event, any decision to extend the Offer will be
publicly announced by 8:00 a.m. (London time) in the United Kingdom and 8:00
a.m. (New York City time) in the United States on the day (other than a Saturday
or Sunday) following the day on which the Offer was due to expire and which
banks are generally open in London for normal business. Except with the consent
of the Panel, the Initial Offer Period for acceptances and withdrawals may not
extend beyond 1:00 p.m. (London time), 8:00 a.m. (New York City time), on 30
April 2003.

The Directors of Celltech accept responsibility for the information contained in
this announcement, and, to the best of their knowledge and belief (having taken
all reasonable care to ensure such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

J.P. Morgan plc, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for Celltech and for no one else in connection
with the Offer and will not be responsible to anyone other than Celltech for
providing the protections afforded to customers of JPMorgan or for providing
advice in relation to the Offer, the contents of the Offer Document or any
transaction or arrangement referred to therein.

The Panel wishes to draw the attention of member firms of NASDAQ to certain UK
dealing disclosure requirements during the offer period. The offer period (in
accordance with the City Code, which is published and administered by the Panel)
commences at the time when an announcement is made of a proposed or possible
offer, with or without terms. OGS has equity securities traded on the London
Stock Exchange and NASDAQ.

The above disclosure requirements are set out in more detail in Rule 8 of the
City Code. In particular, Rule 8 requires public disclosure of dealings during
the offer period by persons who own or control, or who would as a result of any
transaction own or control, one per cent. or more of any class of relevant
securities of the offeree company. Relevant securities include OGS Shares, OGS
ADSs and instruments convertible into OGS Shares or OGS ADSs. This requirement
will apply until the first closing date or, if this is later, the date when the
Offer becomes or is declared unconditional or lapses.

Disclosure should be made on an appropriate form by no later than 12 noon
(London time), 7 a.m. (New York City time) on the business day following the
date of the dealing transaction. These disclosures should be published through a
Regulatory Information Service.



The Panel requests that member firms advise those of their clients who wish to
deal in the relevant securities of OGS, whether in the United States or in the
United Kingdom, that they may be affected by these requirements. If there is any
doubt as to their application the Panel should be consulted (telephone number:
+44 (0) 20 7382 9026, fax number: +44 (0) 20 7638 1554).

This announcement has been approved by J.P.Morgan plc for the purpose of section
21 of the Financial Services and Markets Act 2000 only.



END


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