RNS Number:9470C
AstraZeneca PLC
15 May 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
15 May 2006
AstraZeneca announces major long-term strategic investment in biological
therapeutics with a recommended #702 million cash offer for Cambridge Antibody
Technology Group plc at 1,320p per share and 1,320p per ADS
Summary
The boards of AstraZeneca and CAT announce that they have agreed terms of a
recommended cash offer to be made by AstraZeneca to acquire the entire issued
and to be issued share capital of CAT not otherwise held by AstraZeneca. The
Offer for each CAT Share will be at 1,320 pence in cash and the Offer for each
CAT ADS will be at 1,320 pence in cash, equivalent to US$24.96 per ADS (based on
the exchange rate as at 12 May 2006). The Offer values CAT's existing issued
share capital, excluding AstraZeneca's existing shareholding in CAT, at
approximately #567 million and the entire issued share capital of CAT at
approximately #702 million.
Building on the success of an existing collaboration, and recognising the
increasing importance of biotechnology in medical research, CAT will become
central to AstraZeneca's plans to establish a major international presence in
the research and development of biological therapeutics. AstraZeneca's science
base already possesses discovery and development capabilities for new biological
medicines which will be combined with those of CAT and expanded through further
investment. This enhanced research capability, combined with AstraZeneca's
global development, marketing and sales resources, will establish an
international platform capable of accelerating the delivery of new medicines in
AstraZeneca's prioritised disease areas, embracing both monoclonal antibodies
and novel biological entities.
Highlights
* In late 2004, AstraZeneca and CAT entered into a Collaboration
and Licence Agreement jointly to discover and develop human monoclonal
antibodies and AstraZeneca acquired a shareholding in CAT that currently
represents approximately 19.2% of the issued share capital.
* AstraZeneca now intends to create a major R&D capability to
deliver biological therapeutics, and the integration of CAT is central to these
plans. The new organisation will be led from CAT's Cambridge headquarters and
will be distinct from but complementary to AstraZeneca's small molecule
capability.
* CAT's capabilities, when combined with AstraZeneca's global
development and marketing expertise, will deliver an expanded pipeline of novel
biological therapeutics to address unmet medical needs of patients in
AstraZeneca's targeted disease areas.
* AstraZeneca's ability to bring additional resources and
capabilities to CAT will allow it to develop CAT's technology platform beyond
its current capability and across a number of therapeutic areas including
Respiratory & Inflammation, Oncology & Infection, Neuroscience, Cardiovascular
and Gastro-intestinal.
* CAT also provides AstraZeneca with several other substantial
assets beyond its current scientific capabilities. These include a royalty
stream on the sales of HUMIRA(R), potential milestones and royalties on CAT's
other licensed products and access to CAT's proprietary pipeline (including
CAT-3888 in Phase II and CAT-354 in Phase I), which will be integrated into
AstraZeneca's development portfolio. In addition, CAT had a balance of net cash
and liquid resources of approximately #152 million as at 31 December 2005.
* The acquisition will not alter AstraZeneca PLC's EPS guidance
or its share repurchase programme for 2006.
The Offer
* The Offer represents a premium of approximately 66.9% to the
closing mid market price of CAT's Shares on the London Stock Exchange of 791
pence per share and 68.2% to the closing mid market quotation of CAT's ADSs on
NASDAQ of US$14.84 per ADS, each on 12 May 2006 (being the last dealing day
prior to the date of this announcement) and a premium of 88.0% to CAT's average
price of 702 pence per share and a premium of 98.7% to CAT's average price of
US$12.56 per ADS over the last twelve months prior to the date of this
announcement.
* The directors of CAT, who have been so advised by Morgan
Stanley, consider the terms of the Offer to be fair and reasonable. In providing
its advice, Morgan Stanley has taken into account the commercial assessments of
the directors of CAT.
* The directors of CAT intend unanimously to recommend that CAT
Shareholders accept the Offer, as the directors of CAT have irrevocably
undertaken to do in respect of their own beneficial shareholdings.
* A Loan Note Alternative will also be made available to all CAT
Shareholders (other than any CAT Shareholders in any Restricted Jurisdiction,
which includes the United States).
* The Offer is conditional, amongst other things, upon receiving
the required regulatory clearances. Further information on the terms and
conditions to which the Offer will be subject are set out in Appendix 1 and will
be set out in the Offer Document, which AstraZeneca intends to despatch to CAT
Shareholders as soon as practicable.
Irrevocable undertakings
AstraZeneca has received irrevocable undertakings to accept the Offer from each
of the directors of CAT, in respect of 190,569 CAT Shares in aggregate,
representing approximately 0.36 per cent. of the existing issued share capital
of CAT. All of these undertakings will remain binding notwithstanding a higher
competing offer.
Further details of these irrevocable undertakings are set out in Appendix 3 to
this announcement.
Commenting on the Offer, David Brennan, Chief Executive Officer of AstraZeneca
PLC, said:
"This acquisition represents a major long-term strategic investment by
AstraZeneca in novel biological therapeutics. It is our intention to both expand
and broaden the scope of our discovery and development pipeline and we expect
that, by 2010, up to a quarter of our candidates for full scale development will
be biological therapeutic agents.
"The success of the collaboration over the last two years has demonstrated
AstraZeneca's and CAT's complementary skills and expertise. We will now build on
this success by combining CAT's research and development capability in novel
biological therapeutics with our own expertise in discovery, global product
development and sales and marketing. Together we will create, for the long term,
an opportunity to introduce more medicines that will deliver real benefit to
patients worldwide."
Dr. Paul Nicholson, Chairman of CAT, said:
"After careful consideration, the board has unanimously decided to recommend the
Offer to shareholders. The Offer recognises CAT's leading position in the
discovery and development of new antibody medicines and provides shareholders
with an attractive premium through a cash offer.
"The Offer represents the successful culmination of CAT's development since its
founding in collaboration with the Laboratory of Molecular Biology of the UK
Medical Research Council to the point where the excellence of its technologies
and capabilities is now recognised globally. HUMIRA(R) is the first marketed
product to come from CAT's technologies and the first blockbuster product to
come from the UK biotechnology industry. We are extremely pleased that
AstraZeneca has recognised those qualities through this acquisition,
demonstrating the successful growth and development of CAT as a UK
biopharmaceutical company."
Peter Chambre, CEO of CAT, said:
"CAT has developed outstanding capabilities in the rapidly growing field of
antibody therapeutics. The excellent progress of the strategic alliance with
AstraZeneca since December 2004 has demonstrated the power of combining the
capabilities of both organisations and reflects the skills and dedication of CAT
and AstraZeneca's people. The Offer represents the next logical step in the
successful development of CAT. By enabling the resources of AstraZeneca to be
committed to realising the full potential of the CAT technologies and
capabilities, there is the opportunity to develop a global leadership position
in biological therapeutics and a major pipeline of new biological medicines for
the benefit of patients. We are very excited about this next opportunity for
the people who have made such an important contribution to the success of CAT."
Goldman Sachs International is acting as financial adviser to AstraZeneca.
Goldman, Sachs & Co. is acting as dealer manager in the United States for
AstraZeneca. Morgan Stanley is acting as financial adviser and joint corporate
broker to CAT. JPMorgan Cazenove Limited is acting as joint corporate broker
for CAT.
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. Appendix 2 of this announcement contains the
sources and bases of certain information used in this summary and in the
following announcement. Appendix 4 of this announcement contains definitions of
certain terms used in this summary and the following announcement.
Enquiries:
AstraZeneca
Media Enquiries:
Steve Brown (London) +44 (0)20 7304 5033
Edel McCaffrey (London) +44 (0) 20 7304 5034
Staffan Ternby (Sweden) +46 8 553 26107
Analyst/Investor Enquiries:
Jonathan Hunt (London) +44 (0) 20 7304 5084
Mina Blair (London) +44 (0) 20 7304 5087
Ed Seage (US) +1 302 886 4065
Jorgen Winroth (US) +1 212 579 0506
Goldman Sachs International +44 (0) 20 7774 1000
Guy Slimmon
Mark Sorrell
CAT +44 (0) 1223 471 471
Peter Chambre
John Aston
Rowena Gardner
Morgan Stanley (Financial Adviser to CAT) +44 (0) 20 7425 5000
Laura Howard
Henry Stewart
Brian Magnus
Morgan Stanley (Joint Corporate Broker to CAT) +44 (0) 20 7425 5000
Peter Moorhouse
JPMorgan Cazenove (Joint Corporate Broker to CAT) +44 (0) 20 7588 2828
Tony Brampton
Hogarth Partnership (UK and Europe) (PR Adviser to CAT) +44 (0) 20 7357 9477
Chris Matthews
Melanie Toyne-Sewell
Andrew Jaques
BMC Communications (US media) (PR Adviser to CAT) +1 212 477 9007 (ext. 17)
Brad Miles
Trout Group (US Investors) (PR Adviser to CAT) +1 212 477 9007 (ext. 15)
Brandon Lewis
AstraZeneca PLC will be holding an analyst presentation by webcast and
teleconference as follows:
Presentation
The presentation will be available 15 minutes prior to the start of the analysts
teleconference/webcast.
Audio webcast
The webcast will start at 10:30BST. Participants will be able to register for
the webcast up to 15 minutes prior to the start of the webcast.
Teleconference details
10:30BST, 11:30CEST, 05:30EDT
There will be an interactive Q&A session
UK freephone 0800 559 3272
US freephone 1 866 239 0753
International +44 (0)20 7138 0814
Emergency back-up +353 (0) 1 665 0186
Journalists are invited to listen only on +44 (0)20 7138 0813
Teleconference replay details
A replay facility will be available from 12:00BST on Monday 15 May
UK freephone 0800 559 3271 4770729#
US freephone 1 866 239 0765 4770729#
International +44 (0)20 7806 1970 4770729#
This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Offer or otherwise. This
announcement also does not constitute a Solicitation / Recommendation Statement
under the rules and regulations of the US Securities and Exchange Commission
(the "SEC"). The Offer will be made solely by means of an Offer Document and the
Acceptance Forms accompanying the Offer Document, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. In the United States, AstraZeneca will file a Tender Offer Statement
containing the Offer Document and other related documentation with the SEC on
Schedule TO and CAT will file a Solicitation/Recommendation Statement with the
SEC on Schedule 14D-9 on or about the date the Offer Document is mailed to CAT
Shareholders. Free copies of the Schedule TO, the Schedule 14D-9 and the other
related documents to be filed by AstraZeneca or CAT in connection with this
Offer will be available from the date the Offer Document is mailed to CAT
Shareholders on the SEC's website at http://www.sec.gov. The Offer Document and
Acceptance Forms accompanying the Offer Document will be made available to all
CAT Shareholders at no charge to them. CAT Shareholders are advised to read the
Offer Document and the accompanying Acceptance Forms when they are sent to them
because they will contain important information. CAT Shareholders in the United
States are also advised to read the Tender Offer Statement and the Solicitation/
Recommendation Statement because they will contain important information.
It should be noted that by virtue of the conflicting provisions of the City Code
and the Exchange Act, the Panel has agreed that the Acceptance Condition can be
structured so that the Offer cannot become or be declared unconditional as to
acceptances until such time as all other conditions of the Offer have been
satisfied, fulfilled or, to the extent permitted, waived. The Acceptance
Condition in paragraph 1 of Appendix 1 has been amended accordingly.
Goldman Sachs International, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for AstraZeneca and no one else in
connection with the Offer and will not be responsible to anyone other than
AstraZeneca for providing the protections afforded to clients of Goldman Sachs
International or for providing advice in relation to the Offer or any other
matters referred to in this announcement.
Morgan Stanley is acting exclusively for CAT in connection with the Offer and no
one else and will not be responsible to anyone other than CAT for providing the
protections afforded to clients of Morgan Stanley, or for providing advice in
relation to the Offer or any other matters referred to in this announcement.
JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for CAT in
connection with the Offer and no one else and will not be responsible to anyone
other than CAT for providing the protections afforded to clients of JPMorgan
Cazenove Limited, or for providing advice in relation to the Offer, or any other
matters referred to in this announcement.
The availability of the Offer to CAT Shareholders who are not resident in and
citizens of the United Kingdom or the United States may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by AstraZeneca or required by the City Code, and
permitted by applicable law and regulation, the Offer, including the Loan Note
Alternative, will not be made, directly or indirectly, in, into or from, and
will not be capable of acceptance in or from Canada or Japan or any jurisdiction
where to do so would constitute a breach of securities laws in that
jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in, into or from
Canada or Japan or any jurisdiction where to do so would constitute a breach of
securities laws in that jurisdiction. Persons receiving this announcement
(including custodians, nominees and trustees) should observe these restrictions
and should not send or distribute this announcement in, into or from any such
jurisdictions.
The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States (or under the securities laws
of any other jurisdiction, the residents of which AstraZeneca is advised to
treat as Restricted Overseas Persons); the relevant clearances have not been,
and will not be, obtained from the securities commission of any province,
territory or jurisdiction of Canada; and no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Accordingly, unless an exemption under such act or
securities laws is available or unless otherwise determined by AstraZeneca, and
permitted by applicable law and regulation, the Loan Notes may not be offered,
sold, resold, delivered or transferred, directly or indirectly, in or into the
United States, Canada, Australia or Japan or any other jurisdiction if to do so
would constitute a violation of the relevant laws of, or require registration
thereof in, such jurisdiction or to, or for the account or benefit of, a person
located in the United States, Canada, Australia or Japan.
This document includes convenience translations of the consideration to be paid
by AstraZeneca from pounds sterling or pence into US dollars. All such amounts
have been translated at the exchange rate of #1.00 : $1.8911, the daily noon
buying rate for pounds sterling in New York certified by the New York Federal
Reserve Bank for customs purposes on 12 May 2006, the last business day prior to
the Announcement. Any US dollar amounts actually paid to holders of CAT ADSs
will be determined by the tender agent after it converts the pounds sterling
proceeds it receives from AstraZeneca into US dollars at the exchange rate
obtainable on the spot market in London (net of fees, expenses and withholding
taxes, if any) on the date such proceeds are received by the tender agent from
AstraZeneca. CAT Shareholders in the United States shall receive all payments
in pounds sterling.
To the extent permitted by the City Code, the rules of the UK Listing Authority
and the rules of the London Stock Exchange and the Exchange Act, AstraZeneca and
its nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, CAT Shares outside the United States during the period
in which the Offer remains open for acceptance. Any such purchases will be
publicly disclosed in accordance with applicable law in the United Kingdom and
the United States.
Forward Looking Statements
This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the management of CAT and
AstraZeneca and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein include
statements about the expected effects on AstraZeneca of the Offer, the expected
timing and scope of the Offer, and all other statements in this announcement
other than historical facts. Forward-looking statements include, without
limitation, statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the satisfaction of
the conditions to the Offer, and AstraZeneca's ability successfully to integrate
the operations and employees of CAT, as well as additional factors, such as
changes in economic conditions, changes in the level of capital investment,
success of business and operating initiatives and restructuring objectives,
costs associated with research and development, changes in the prospects for
products in the research and development pipeline of AstraZeneca or CAT,
customers' strategies and stability, changes in the regulatory environment,
fluctuations in interest and exchange rates, the outcome of litigation,
government actions and natural phenomena such as floods, earthquakes and
hurricanes. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. Neither CAT nor
AstraZeneca undertake any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of CAT, all "dealings" in any "relevant securities" of CAT
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of CAT, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of CAT by AstraZeneca or CAT, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time)
(7.00am New York City time) on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20
7382 9026; fax +44 (0) 20 7638 1554.
Not for release, publication or distribution, in whole or in part, in, into or
from Canada or Japan.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
15 May 2006
Recommended cash offer
by AstraZeneca UK Limited
for
Cambridge Antibody Technology Group plc
Introduction
The boards of AstraZeneca and CAT announce that they have agreed terms of a
recommended cash offer to be made by AstraZeneca to acquire the entire issued
and to be issued share capital of CAT not otherwise held by AstraZeneca, either
in the form of CAT Shares or CAT ADSs. The terms of the Offer value the existing
issued share capital of CAT, excluding AstraZeneca's existing shareholding in
CAT, at approximately #567 million and the entire issued share capital of CAT at
approximately #702 million.
Goldman Sachs International is acting as financial adviser to AstraZeneca.
Goldman, Sachs & Co. is acting as the dealer manager in the United States for
AstraZeneca. Morgan Stanley is acting as financial adviser to CAT.
Summary of the Offer
Under the Offer, which will be subject to the conditions and further terms set
out below and in Appendix 1 and the full terms and conditions which will be set
out in the Offer Document, CAT Shareholders will be entitled to receive:
for each CAT Share, 1,320 pence in cash
for each CAT ADS, 1,320 pence in cash
The Offer values the entire existing issued share capital of CAT, excluding
AstraZeneca's existing shareholding in CAT, at approximately #567 million and
the entire issued share capital of CAT at approximately #702 million.
The Offer represents a premium of approximately 66.9% to the closing mid market
price of CAT's Shares on the London Stock Exchange of 791 pence per share and
68.2% to the closing mid market quotation of CAT's ADSs on NASDAQ of US$14.84
per ADS, each on 12 May 2006 (being the last dealing day prior to the date of
this announcement) and a premium of 88.0% to CAT's average price of 702 pence
per share and a premium of 98.7% to CAT's average price of US$12.56 per ADS over
the last twelve months prior to the date of this announcement. The Offer for
each CAT ADS will be 1,320 pence in cash, equivalent to US$24.96 per ADS (based
on the exchange rate as at 12 May 2006).
CAT Shares that are subject to the Offer (including those represented by CAT
ADSs) will be acquired fully paid with full title guarantee and free from all
liens, charges, equitable interests, encumbrances, rights of pre-emption and any
other third party rights and interests of any nature whatsoever and together
with all rights now and hereafter attaching thereto, including, without
limitation, voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.
A Loan Note Alternative will be made available to all CAT Shareholders (other
than any CAT Shareholders in any Restricted Jurisdiction, which includes the
United States), further details of which are set out below.
Recommendation
The directors of CAT, who have been so advised by Morgan Stanley, consider the
terms of the Offer to be fair and reasonable. In providing its advice, Morgan
Stanley has taken into account the commercial assessments of the directors of
CAT.
The directors of CAT intend unanimously to recommend that CAT Shareholders
accept the Offer, as the directors of CAT have irrevocably undertaken to do in
respect of their own beneficial shareholdings.
Irrevocable undertakings
AstraZeneca has received irrevocable undertakings to accept the Offer from each
of the directors of CAT, in respect of 190,569 CAT Shares in aggregate,
representing approximately 0.36 per cent. of the existing issued share capital
of CAT. All of these undertakings will remain binding notwithstanding a higher
competing offer.
Further details of these irrevocable undertakings are set out in Appendix 3 to
this announcement.
The Loan Note Alternative
As an alternative to all or some of the cash consideration of 1,320 pence per
CAT Share, CAT Shareholders (other than any CAT Shareholders in any Restricted
Jurisdiction, which includes the United States) who validly accept the Offer
will be able to elect to receive Loan Notes issued by AstraZeneca on the
following basis:
for each #1 of cash consideration
#1 nominal value of Loan Notes
The Loan Note Alternative will be conditional upon the Offer becoming or being
declared unconditional in all respects. The Loan Note Alternative will remain
open for acceptance until the Offer closes.
The Loan Notes will be issued by AstraZeneca, credited as fully paid, in amounts
and integral multiples of #1 and the balance of any entitlement that is not a
whole multiple of #1 will be disregarded and not issued. The Loan Notes will
bear interest at 0.75 per cent. below six-month sterling LIBOR to be determined
on the first business day of each interest period. Interest will be payable by
half-yearly instalments in arrears (less any tax) on 30 June and 31 December in
each year. The first payment of interest will be made on the first 30 June or
31 December date which falls more than six months after the date of issue of the
Loan Notes (the "First Payment Date").
On the First Payment Date, interest will be paid in respect of the period from
(and including) the date of issue of the relevant Loan Notes to (but excluding)
the First Payment Date. The Loan Notes will be redeemable in whole or in part
for cash at par at the option of noteholders on the first 30 June or 31 December
date which falls more than six months after the date of issue of the Loan Notes
and subsequently on each interest payment date.
Unless AstraZeneca decides otherwise, no Loan Notes will be issued by
AstraZeneca unless, on or before the date on which the Offer becomes or is
declared unconditional in all respects, the aggregate nominal value of all Loan
Notes to be issued as a result of valid elections for the Loan Note Alternative
exceeds #2,000,000. If such aggregate is less than #2,000,000, any such election
shall, unless AstraZeneca decides otherwise, be void and, provided the
acceptance of the Offer is otherwise valid, the relevant CAT Shareholders will
be deemed to have accepted the Offer for cash. AstraZeneca will have the right
to redeem all of the Loan Notes if the aggregate nominal value of outstanding
Loan Notes falls below #2,000,000 or if fewer than 25 per cent. of the Loan
Notes issued in connection with the Offer remain outstanding at any time during
their term. If not previously redeemed, the final redemption date will be 30
June 2011. Any Loan Notes outstanding on the final redemption date will be
redeemed at par (together with any accrued interest) on that date. The Loan
Notes will not generally be transferable, and no application will be made for
them to be listed on, or dealt on, any stock exchange or other trading facility.
The Loan Notes and the Loan Note Instrument constituting them will be governed
by and construed in accordance with English law and will be unsecured
obligations of AstraZeneca.
Further details of the Loan Notes and the Loan Note Alternative will be
contained in the formal Offer Document.
Information relating to AstraZeneca and AstraZeneca PLC
AstraZeneca is engaged in the research, development, manufacture and marketing
of prescription pharmaceuticals, focusing on gastrointestinal, cardiovascular,
neuroscience, respiratory, oncology and infection products. AstraZeneca is a
wholly-owned subsidiary of AstraZeneca PLC and the principal UK trading entity
in the AstraZeneca PLC group.
For the fiscal year ended 31 December 2004 and prepared in accordance with UK
Accounting Standards, AstraZeneca had turnover of approximately #3.3 billion,
profit before tax of approximately #0.7 billion and net assets of approximately
#5.2 billion.
AstraZeneca PLC is a major international healthcare business and is one of the
world's leading pharmaceutical companies with a market capitalisation of #45.1
billion. For the fiscal year ended 31 December 2005 and prepared in accordance
with International Financial Reporting Standards (IFRS), AstraZeneca PLC had
revenues of approximately $23.95 billion and profit before tax of approximately
$6.67 billion. AstraZeneca PLC is listed in the Dow Jones Sustainability Index
(Global) as well as the FTSE4Good Index.
Information relating to CAT
CAT is a biopharmaceutical company, aiming to bring improvements to seriously
ill patients' lives through its leading position in the discovery and
development of human therapeutic antibodies. CAT has excellent proprietary
technology for rapidly isolating human monoclonal antibodies using Phage Display
and Ribosome Display systems. CAT has extensive phage antibody libraries,
currently incorporating more than 100 billion distinct antibodies. These
libraries form the basis for CAT's strategy to develop a portfolio of
antibody-based drugs.
CAT seeks to develop products independently and in collaboration with partners.
CAT also seeks to licence its technologies to enable others to develop new
medicines.
HUMIRA(R), licensed to Abbott, is the first CAT-derived human monoclonal
antibody to be approved for marketing. It was isolated and optimised in
collaboration with Abbott and has been approved for marketing as a treatment for
rheumatoid arthritis in 57 countries, and for psoriatic arthritis and early RA
in some European countries. HUMIRA(R) generated $1.4 billion in Abbott reported
2005 revenue.
CAT has three human therapeutic product candidates in clinical development:
CAT-354 for severe asthma, GC-1008 for idiopathic pulmonary fibrosis in
collaboration with Genzyme and CAT-3888 for a number of B-cell malignancies.
There are six CAT-derived human monoclonal antibodies licensed to partners at
various stages of clinical development: ABT-874 (Abbott), LymphoStat-BTM,
HGS-ETR1, HGS-ETR2, ABthraxTM (all Human Genome Sciences) and MYO-029 (Wyeth).
CAT is based near Cambridge, UK, with a new site in Palo Alto, USA and currently
employs around 300 people. CAT Shares are listed on the Official List and
traded on the London Stock Exchange (GB0001662252) and on NASDAQ (US1321481079).
For the year ended 30 September 2005, in accordance with UK GAAP, CAT reported
an operating loss of #9.3 million (2004: operating loss of #42.2 million).
Background to and reasons for the Offer
In late 2004, AstraZeneca and CAT entered into a Collaboration and Licence
Agreement jointly to discover and develop human monoclonal antibodies and
AstraZeneca acquired a shareholding in CAT that currently represents
approximately 19.2 per cent. of the issued share capital.
Building on the success of the collaboration, and recognising the increasing
importance of biotechnology in medical research, AstraZeneca is now making this
Offer with the aim that CAT will become central to AstraZeneca's plans to
establish a major international presence in the research and development of
biological therapeutics. AstraZeneca's science base already possesses discovery
and development capabilities for new biological medicines which will be combined
with those of CAT and expanded through further investment. This enhanced
research capability, combined with AstraZeneca's global development, marketing
and sales resources, establishes an international platform capable of delivering
new medicines in AstraZeneca's prioritised disease areas, embracing both
monoclonal antibodies and novel biological entities, at a more rapid pace than
could be achieved through the existing alliance. CAT has a number of licensing
agreements in place and AstraZeneca intends to honour all existing licensing
agreements following the Offer.
CAT's capabilities, when combined with AstraZeneca's global development and
marketing expertise, will deliver an expanded pipeline of novel biological
therapeutics to address unmet medical needs of patients in AstraZeneca's
targeted disease areas. AstraZeneca's ability to bring additional resources and
capabilities to CAT will allow it to develop CAT's technology platform beyond
its current capability and across a number of therapeutic areas including
Respiratory & Inflammation, Oncology & Infection, Neuroscience, Cardiovascular
and Gastro-intestinal. CAT also provides AstraZeneca with several other
substantial assets beyond its current scientific capabilities. These include a
royalty stream on the sales of HUMIRA(R), potential milestones and royalties on
CAT's other licensed products and access to CAT's proprietary pipeline
(including CAT-3888 in Phase II and CAT-354 in Phase I), which will be
integrated into AstraZeneca's development portfolio. In addition, CAT had a
balance of net cash and liquid resources of approximately #152 million as at 31
December 2005.
AstraZeneca now intends to create a major R&D capability to deliver biological
therapeutics, and the integration of CAT is central to these plans. The new
organisation will be led from CAT's Cambridge headquarters and will be distinct
from but complementary to AstraZeneca's small molecule capability.
Management and employees of CAT
Part of the rationale for the Offer is the value that AstraZeneca places on the
skills, expertise and experience of existing management and employees of CAT. In
recognition of this, AstraZeneca will procure that the employees of CAT at the
time the Offer closes will, provided they remain in CAT's employment on the
first anniversary of closing and have not resigned or been dismissed by reason
of serious misconduct before that date, receive a special retention payment.
AstraZeneca has given the board of CAT assurances that, following the closing of
the Offer, the existing employment rights, including pension rights, of all
management and employees of CAT will be fully safeguarded. AstraZeneca's plans
for CAT do not involve any material change in the conditions of employment of
CAT employees. AstraZeneca has no plans to change the location of CAT's places
of business. It has been agreed in principle that Peter Chambre, the Chief
Executive Officer of CAT, will leave CAT following the Offer becoming
unconditional in all respects and having participated in planning for the
successful combination of CAT and AstraZeneca.
CAT Share Schemes
The Offer will extend to any CAT Shares unconditionally allotted or issued
pursuant to the CAT Share Schemes while the Offer remains open for acceptance
(or such earlier date as AstraZeneca may, subject to the rules of the Code,
decide). Appropriate proposals will be made to participants in CAT Share
Schemes in due course.
Financing
AstraZeneca will fund the Offer entirely out of current cash balances. Goldman
Sachs International, financial adviser to AstraZeneca, is satisfied that
sufficient resources are available to satisfy in full the cash consideration
payable to CAT Shareholders under the terms of the Offer.
Exclusivity and co-operation
CAT has entered into an exclusivity agreement in customary terms with
AstraZeneca for the duration of the Offer. In addition, the parties have entered
into a co-operation agreement in connection with the implementation of the
Offer.
Break fees
CAT has agreed to pay a sum to AstraZeneca of #5,000,000 if either (i) the
directors of CAT change the terms of or withdraw their recommendation of the
Offer or (ii) before the Offer lapses or is withdrawn without becoming or being
declared wholly unconditional any person (other than AstraZeneca or a person
acting in concert (as defined in the City Code) with AstraZeneca) announces an
intention to make a competing offer however effected, to acquire the entire
issued share capital of CAT (other than CAT Shares owned by such third party or
persons acting in concert with it) and, at any time, the competing offer becomes
or is declared wholly unconditional. AstraZeneca has agreed to pay a sum to CAT
of #2,500,000 if AstraZeneca invokes the OFT Condition or if the Offer lapses by
reason of the referral of the Offer by the OFT to the Competition Commission,
unless the failure to satisfy the OFT Condition, or the referral to the
Competition Commission, as appropriate, arises from the failure of CAT to use
its reasonable endeavours to assist in the satisfaction of the OFT Condition
(including the provision of necessary information or assistance to the OFT).
Disclosure of interests in CAT Shares
On 21 November 2004, AstraZeneca entered into an agreement (the "Subscription
Agreement") with CAT pursuant to which AstraZeneca agreed to subscribe for a
total of 10,217,983 ordinary shares of 10p each (the "Subscription Shares") in
CAT. The Subscription Agreement and the corresponding subscription for the
Subscription Shares were completed on 17 December 2004. The Subscription Shares
currently represent approximately 19.2 per cent. of CAT's issued share capital.
Under the terms of the Subscription Agreement AstraZeneca agreed, for a period
of 36 months from 21 November 2004, not to acquire or own any interests in
shares (as defined in section 208 of the Companies Act) in CAT in addition to
the Subscription Shares if, as a result of such acquisition, the percentage of
CAT's issued ordinary share capital held by AstraZeneca and its Affiliates (as
such term is defined in the Subscription Agreement) would exceed 19.907 per
cent. of CAT's issued ordinary share capital. AstraZeneca also agreed, for a
period of 36 months from 21 November 2004, not to make an offer to acquire any
shares in the capital of CAT under the Code unless such offer was recommended by
a majority of the CAT Directors. CAT released AstraZeneca from these obligations
on 14 May 2006 to facilitate the making of the proposed Offer.
Save as set out above and save for 261,064 CAT Shares held as at 10 May 2006 by
affiliates of Goldman Sachs International (who are acting in concert (within the
meaning of the City Code) with AstraZeneca), as at 14 May 2006, the last
practicable date prior to this announcement, neither AstraZeneca nor, so far as
AstraZeneca is aware, any person acting in concert with AstraZeneca had an
interest in or right to subscribe for relevant securities of CAT or had any
short position in relation to the relevant securities of CAT (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of
any relevant securities of CAT.
Delisting, cancellation of trading, compulsory acquisition and re-registration
If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances under the Offer are received, AstraZeneca intends to
procure that CAT make applications to cancel the listing of CAT Shares from the
UKLA's Official List and to cancel admission to trading in CAT Shares on the
London Stock Exchange's market for listed securities. AstraZeneca also intends
to procure that CAT applies for delisting of the CAT ADSs from NASDAQ. Such
de-listings would significantly reduce the liquidity and marketability of any
CAT Shares or CAT ADSs not assented to the Offer at that time. AstraZeneca may
also request that CAT terminate the existing deposit agreement through which the
ADS programme is operated.
In addition, if the number of holders of CAT Securities in the United States
falls below 300 (calculated in accordance with Rule 12g3-2(a) under the Exchange
Act), AstraZeneca intends to procure that CAT file a Form 15 with the SEC to
request that its reporting obligations under the Exchange Act are terminated or
suspended.
If AstraZeneca receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more of CAT Shares to which the Offer relates,
AstraZeneca intends to exercise its rights pursuant to the provisions of
sections 428 to 430F (inclusive) of the Act, or Schedule 2 of the Interim
Regulations, as applicable, to acquire compulsorily the remaining CAT Shares in
respect of which the Offer has not been accepted on the same terms as the Offer.
It is anticipated that cancellation of listing on the Official List and of
admission to trading on the London Stock Exchange will take effect no earlier
than 20 business days after either (i) the date on which AstraZeneca has, by
virtue of its shareholdings and acceptances of the Offer, acquired or agreed to
acquire issued share capital carrying 75 per cent. of the voting rights of CAT
or (ii) the first date of issue of compulsory acquisition notices under section
429 of the Act, or Schedule 2 of the Interim Regulations, as applicable.
AstraZeneca will notify CAT Shareholders when the required 75 per cent. has been
attained and confirm that the notice period has commenced and the anticipated
date of cancellation.
It is also intended that, following the Offer becoming or being declared
unconditional, CAT will be re-registered as a private company under the relevant
provisions of the Act.
Enquiries:
AstraZeneca
Media Enquiries:
Steve Brown (London) +44 (0)20 7304 5033
Edel McCaffrey (London) +44 (0) 20 7304 5034
Staffan Ternby (Sweden) +46 8 553 26107
Analyst/Investor Enquiries:
Jonathan Hunt (London) +44 (0) 20 7304 5084
Mina Blair (London) +44 (0) 20 7304 5087
Ed Seage (US) +1 302 886 4065
Jorgen Winroth (US) +1 212 579 0506
Goldman Sachs International +44 (0) 20 7774 1000
Guy Slimmon
Mark Sorrell
CAT +44 (0) 1223 471 471
Peter Chambre
John Aston
Rowena Gardner
Morgan Stanley (Financial Adviser to CAT) +44 (0) 20 7425 5000
Laura Howard
Henry Stewart
Brian Magnus
Morgan Stanley (Joint Corporate Broker to CAT) +44 (0) 20 7425 5000
Peter Moorhouse
JPMorgan Cazenove (Joint Corporate Broker to CAT) +44 (0) 20 7588 2828
Tony Brampton
Hogarth Partnership (UK and Europe) (PR Adviser to +44 (0) 20 7357 9477
CAT)
Chris Matthews
Melanie Toyne-Sewell
Andrew Jaques
BMC Communications (US media) (PR Adviser to CAT) +1 212 477 9007 (ext. 17)
Brad Miles
Trout Group (US Investors) (PR Adviser to CAT) +1 212 477 9007 (ext. 15)
Brandon Lewis
AstraZeneca PLC will be holding an analyst presentation by webcast and
teleconference as follows:
Presentation
The presentation will be available 15 minutes prior to the start of the analysts
teleconference/webcast.
Audio webcast
The webcast will start at 10:30BST. You will be able to register for the webcast
15 minutes prior to the stat of the webcast.
Teleconference details
10:30BST, 11:30CEST, 05:30EDT
There will be an interactive Q&A session
UK freephone 0800 559 3272
US freephone 1 866 239 0753
International +44 (0)20 7138 0814
Emergency back up +353 (0) 1 665 0186
Journalists are invited to listen only on +44 (0)20 7138 0813
Teleconference replay details
A replay facility will be available from 12:00BST on Monday 15 May
UK freephone 0800 559 3271 4770729#
US freephone 1 866 239 0765 4770729#
International +44 (0)20 7806 1970 4770729#
General
The Offer Document, which will include a letter of recommendation from the
Chairman of CAT, Form of Acceptance and Letter of Transmittal (as applicable)
will be despatched to CAT Shareholders by AstraZeneca as soon as practicable.
The Offer will be on the terms and subject to the conditions set out herein and
in Appendix 1 and to be set out in the Offer Document.
This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Offer or otherwise. This
announcement also does not constitute a Solicitation / Recommendation Statement
under the rules and regulations of the US Securities and Exchange Commission
(the "SEC"). The Offer will be made solely by means of an Offer Document and the
Acceptance Forms accompanying the Offer Document, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. In the United States, AstraZeneca will file a Tender Offer Statement
containing the Offer Document and other related documentation with the SEC on
Schedule TO and CAT will file a Solicitation/Recommendation Statement with the
SEC on Schedule 14D-9 on or about the date the Offer Document is mailed to CAT
Shareholders. Free copies of the Schedule TO, the Schedule 14D-9 and the other
related documents to be filed by AstraZeneca or CAT in connection with this
Offer will be available from the date the Offer Document is mailed to CAT
Shareholders on the SEC's website at http://www.sec.gov. The Offer Document and
Acceptance Forms accompanying the Offer Document will be made available to all
CAT Shareholders at no charge to them. CAT Shareholders are advised to read the
Offer Document and the accompanying Acceptance Forms when they are sent to them
because they will contain important information. CAT Shareholders in the United
States are also advised to read the Tender Offer Statement and the Solicitation/
Recommendation Statement because they will contain important information.
It should be noted that by virtue of the conflicting provisions of the City Code
and the Exchange Act, the Panel has agreed that the Acceptance Condition can be
structured so that the Offer cannot become or be declared unconditional as to
acceptances until such time as all other conditions of the Offer have been
satisfied, fulfilled or, to the extent permitted, waived. The Acceptance
Condition in paragraph 1 of Appendix 1 has been amended accordingly.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2 to this announcement. Certain terms used
in this announcement are defined in Appendix 4 to this announcement.
CAT confirms that its current issued share capital (including those represented
by CAT ADSs) comprises 53,195,485 ordinary shares of 10 pence each. The
International Securities Identification Numbers for CAT Shares are GB0001662252
and US1321481079. Each CAT ADS represents one CAT Share. The Committee on
Uniform Securities Identification Procedures (CUSIP) number for CAT ADSs is
132148107.
Goldman Sachs International, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for AstraZeneca and no one else in
connection with the Offer and will not be responsible to anyone other than
AstraZeneca for providing the protections offered to clients of Goldman Sachs
International or for providing advice in relation to the Offer or any other
matters referred to in this announcement.
Morgan Stanley is acting exclusively for CAT and no one else in connection with
the Offer and will not be responsible to anyone other than CAT for providing the
protections afforded to clients of Morgan Stanley or for providing advice in
relation to the Offer or any other matters referred to in this announcement.
JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for CAT in
connection with the Offer and no one else and will not be responsible to anyone
other than CAT for providing the protections afforded to clients of JPMorgan
Cazenove Limited, or for providing advice in relation to the Offer, or any other
matters referred to in this announcement.
The availability of the Offer to CAT Shareholders who are not resident in and
citizens of the United Kingdom or the United States may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by AstraZeneca or required by the City Code, and
permitted by applicable law and regulation, the Offer, including the Loan Note
Alternative, will not be made, directly or indirectly, in, into or from, and
will not be capable of acceptance in or from Canada or Japan or any jurisdiction
where to do so would constitute a breach of securities laws in that
jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in, into or from
Canada or Japan or any jurisdiction where to do so would constitute a breach of
securities laws in that jurisdiction. Persons receiving this announcement
(including custodians, nominees and trustees) should observe these restrictions
and should not send or distribute this announcement in, into or from any such
jurisdictions.
The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States (or under the securities laws
of any other jurisdiction, the residents of which AstraZeneca is advised to
treat as Restricted Overseas Persons); the relevant clearances have not been,
and will not be, obtained from the securities commission of any province,
territory or jurisdiction of Canada; and no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Accordingly, unless an exemption under such act or
securities laws or unless otherwise determined by AstraZeneca, and permitted by
applicable law and regulation, the Loan Notes may not be offered, sold, resold,
delivered or transferred, directly or indirectly, in or into the United States,
Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, a person located
in the United States, Canada, Australia or Japan.
This document includes convenience translations of the consideration to be paid
by AstraZeneca from pounds sterling or pence into US dollars. All such amounts
have been translated at the exchange rate of #1.00 : $1.8911, the daily noon
buying rate for pounds sterling in New York certified by the New York Federal
Reserve Bank for customs purposes on 12 May 2006, the last business day prior to
the Announcement. Any US dollar amounts actually paid to holders of CAT ADSs
will be determined by the tender agent after it converts the pounds sterling
proceeds it receives from AstraZeneca into US dollars at the exchange rate
obtainable on the spot market in London (net of fees, expenses and withholding
taxes, if any) on the date such proceeds are received by the tender agent from
AstraZeneca. CAT Shareholders in the United States shall receive all payments
in pounds sterling.
To the extent permitted by the City Code, the rules of the UK Listing Authority
and the rules of the London Stock Exchange and the Exchange Act, AstraZeneca and
its nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, CAT Shares outside the United States during the period
in which the Offer remains open for acceptance. Any such purchases will be
publicly disclosed in accordance with applicable law in the United Kingdom and
the United States.
Forward Looking Statements
This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the management of CAT and
AstraZeneca and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein include
statements about the expected effects on AstraZeneca of the Offer, the expected
timing and scope of the Offer, and all other statements in this announcement
other than historical facts. Forward-looking statements include, without
limitation, statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the satisfaction of
the conditions to the Offer, and AstraZeneca's ability successfully to integrate
the operations and employees of CAT, as well as additional factors, such as
changes in economic conditions, changes in the level of capital investment,
success of business and operating initiatives and restructuring objectives,
costs associated with research and development, changes in the prospects for
products in the research and development pipeline of AstraZeneca or CAT,
customers' strategies and stability, changes in the regulatory environment,
fluctuations in interest and exchange rates, the outcome of litigation,
government actions and natural phenomena such as floods, earthquakes and
hurricanes. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. Neither CAT nor
AstraZeneca undertake any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of CAT, all "dealings" in any "relevant securities" of CAT
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of CAT, they will be
deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of CAT by AstraZeneca or CAT, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time)
(7.00am New York City time) on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20
7382 9026; fax +44 (0) 20 7638 1554.
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer, which will be made by AstraZeneca, will comply with the City Code and
the Exchange Act and will be governed by English law and subject to the
jurisdiction of the English courts. In addition, the Offer will be subject to
the terms and conditions to be set out in the Offer Document. The Offer will be
subject to the following conditions:
1 valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 10.00pm London time, 5.00pm New York City
time on the twentieth US business day following the posting of the Offer
Document (or such later time(s) and/or date(s) as AstraZeneca may, subject to
the rules of the Code and in accordance with the Exchange Act, decide) in
respect of not less than 90 per cent. (or such lesser percentage as AstraZeneca
may decide) of the CAT Shares (including CAT Shares represented by CAT ADSs) to
which the Offer relates, provided that this condition will not be satisfied
unless AstraZeneca and/or any member of the AstraZeneca Group shall have
acquired or agreed to acquire (whether pursuant to the Offer or otherwise) CAT
Shares (including CAT Shares represented by CAT ADSs) carrying in aggregate more
than 50 per cent. of the voting rights normally exercisable at a general meeting
of CAT. For the purposes of this condition:
1.1 CAT Shares (including CAT Shares represented by CAT ADSs) which
have been unconditionally allotted but not issued shall be deemed to carry the
voting rights which they will carry upon issue;
1.2 the expression "CAT Shares (including CAT Shares represented by
CAT ADSs) to which the Offer relates" shall be construed in accordance with
Sections 428 to 430F of the Act; and
1.3 valid acceptances shall be deemed to have been received in
respect of CAT Shares (including CAT Shares represented by CAT ADSs) which are
treated for the purposes of section 429(8) of the Act as having been acquired or
contracted to be acquired by AstraZeneca by virtue of acceptances of the Offer;
provided that unless AstraZeneca otherwise determines, this condition 1 shall be
capable of being satisfied only at a time when all of the other conditions 2 to
10 inclusive have either been satisfied, fulfilled or, to the extent permitted,
waived;
2 subject to condition 3 below:
2.1 the UK Office of Fair Trading ("OFT") indicating in terms
reasonably satisfactory to AstraZeneca that it does not believe that the
proposed acquisition of CAT by AstraZeneca (the "Transaction") creates a
relevant merger situation within the meaning of section 23 of the Enterprise Act
2002 ("EA"); or
2.2 the OFT indicating in terms reasonably satisfactory to
AstraZeneca that it has decided not to refer the Transaction or any part of it
to the Competition Commission ("CC"); or
2.3 the period for considering any merger notice given to the OFT
under section 96 of the EA by AstraZeneca having expired without any such
reference being made, provided that section 100(1)(a), (d) and (f) of the EA do
not apply in relation to such merger notice;
3 if a request to the European Commission is made by the competent
authorities of one or more Member States under Article 22 of Council Regulation
(EC) 139/2004 (the "Regulation") in relation to the Transaction or any part of
it and is accepted by the European Commission:
3.1 the European Commission issuing a decision pursuant to Article 6
(1)(b) of the Regulation in terms reasonably satisfactory to AstraZeneca
declaring that the Transaction or, if applicable, the relevant part of the
Transaction, is compatible with the common market; and
3.2 to the extent the OFT retains jurisdiction over any part of the
Transaction, one of the conditions set out in conditions 2.1 to 2.3 above being
satisfied in relation to each such part of the Transaction;
4 to the extent that the Offer constitutes a concentration or is
otherwise subject to merger control filing, notification or approval in any
jurisdiction not mentioned in conditions 2 or 3 above or the approval of the
competent agency in that jurisdiction is required before AstraZeneca can acquire
shares pursuant to the Offer, the receipt of evidence, in a form and substance
satisfactory to AstraZeneca, that in relation to the Offer and the acquisition
of any shares in, or control of, CAT by AstraZeneca or any member of the Wider
AstraZeneca Group, all applicable filings and notifications have been made, all
applicable waiting and/or other relevant time periods have expired, lapsed or
been terminated and any required approvals have been obtained, unconditionally
or, if subject to conditions, on terms satisfactory to AstraZeneca;
5 no central bank, government or governmental, quasi governmental,
supranational, statutory, regulatory or investigative body, trade agency, court,
professional association, or any other such body or person in any jurisdiction
(each a "Third Party") having given notice of a decision to take, institute or
threaten any action, proceeding, suit, investigation, enquiry or reference, or
having required any action to be taken, or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision or order
which would:
5.1 make the Offer, its implementation or the acquisition or
proposed acquisition of any CAT Shares (including CAT Shares represented by CAT
ADSs) by AstraZeneca void, unenforceable or illegal, or restrict, prohibit or
delay to a material extent or otherwise materially interfere with the
implementation of, or impose material additional conditions or obligations with
respect to, or otherwise materially challenge or require material amendment of,
the Offer or the acquisition of any CAT Shares by AstraZeneca;
5.2 result in a material delay in the ability of AstraZeneca, or
render it unable, to acquire some or all of the CAT Shares or require a
divestiture by AstraZeneca or any member of the Wider AstraZeneca Group of any
shares in CAT;
5.3 require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by AstraZeneca or any member of the
Wider AstraZeneca Group or by any member of the Wider CAT Group, in any such
case of all or any part of their respective businesses, assets or properties, or
impose any limitation on their ability to conduct their respective businesses
(or any of them) or to own their respective assets or properties or any part of
them, to an extent in any such case which is material in the context of the
Offer;
5.4 impose any material limitation on, or result in a material delay
in, the ability of AstraZeneca or any member of the Wider AstraZeneca Group to
acquire or to hold or to exercise effectively, directly or indirectly, all
rights of ownership of shares, loans or other securities (or the equivalent) in,
or to exercise management control over, CAT or the ability of any member of the
Wider CAT Group or AstraZeneca to hold or exercise effectively any rights of
ownership of shares, loans or other securities in, or to exercise management
control over, any member of the Wider CAT Group;
5.5 save pursuant to the Offer or Part XIIIA of the Act, require any
member of the Wider AstraZeneca Group or of the Wider CAT Group to acquire, or
offer to acquire, any shares or other securities (or the equivalent) in, or any
asset owned by, any member of the Wider CAT Group owned by any third party;
5.6 result in any member of the Wider CAT Group ceasing to be able
to carry on business under any name which it presently does so, the consequences
of which would be material in the context of the Wider CAT Group taken as a
whole;
5.7 otherwise adversely affect the business, assets, liabilities or
profits of any member of the Wider AstraZeneca Group or of the Wider CAT Group,
to an extent in any such case which is material in the context of the Wider
AstraZeneca Group or the Wider CAT Group, as the case may be, taken as a whole,
and all applicable waiting and other time periods during which any such Third
Party could take, institute or threaten any such action, proceeding, suit,
investigation, enquiry or reference or otherwise so intervene having expired,
lapsed or been terminated;
6 all necessary material notifications and filings having been
made in connection with the Offer and all statutory and regulatory obligations
in connection with the Offer in any jurisdiction having been complied with and
all material authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions and approvals
("Authorisations") deemed reasonably necessary or appropriate by AstraZeneca in
any jurisdiction for, or in respect of, the Offer and the acquisition or the
proposed acquisition of the CAT Shares by AstraZeneca or any member of the
AstraZeneca Group having been obtained in terms reasonably satisfactory to
AstraZeneca from all appropriate Third Parties or from any persons or bodies
with whom any member of the Wider AstraZeneca Group or the Wider CAT Group has
entered into contractual arrangements, all or any applicable waiting and other
time periods having expired, lapsed or been terminated (as appropriate) and all
such Authorisations (together with all material Authorisations deemed reasonably
necessary or appropriate to carry on the business of any member of the Wider CAT
Group) remaining in full force and effect at the time at which the Offer becomes
otherwise unconditional and there being no notice of any intention to revoke,
suspend, restrict, amend or not to renew any such Authorisations;
7 save as disclosed in writing to any member of the AstraZeneca
Group or its advisers by or on behalf of CAT prior to the date of this
announcement or save as publicly announced by CAT prior to the date of this
announcement, there being no provision of any arrangement, agreement, lease,
licence, permit or other instrument to which any member of the Wider CAT Group
is a party or by or to which any such member or any of its assets is or may be
bound or be subject, which as a consequence of the Offer or the acquisition or
the proposed acquisition by AstraZeneca or any member of the Wider AstraZeneca
Group of any shares or other securities (or the equivalent) in CAT or because of
a change in the control or management of any member of the Wider CAT Group or
otherwise, would result, in any case to an extent which is material in the
context of the Wider CAT Group taken as a whole, in:
7.1 any monies borrowed by, or any other indebtedness, actual or
contingent, of, any member of the Wider CAT Group being or becoming repayable,
or being capable of being declared repayable immediately or prior to their or
its stated maturity, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited;
7.2 the creation or enforcement of any mortgage, charge or other
security interest, over the whole or any part of the business, property or
assets of any member of the Wider CAT Group or any such mortgage, charge or
other security interest (whenever arising or having arisen) becoming
enforceable;
7.3 any such arrangement, agreement, lease, licence, permit or other
instrument being terminated or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;
7.4 any assets or interests of any member of the Wider CAT Group
being or falling to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of or charged;
7.5 any such member of the Wider CAT Group ceasing to be able to
carry on business under any name under which it presently does so;
7.6 the value or financial or trading position or profits of CAT or
any member of the Wider CAT Group being prejudiced or adversely affected; or
7.7 the creation of any liability (actual or contingent) by any
member of the Wider CAT Group;
8 save as disclosed in the Annual Report, publicly announced
through a Regulatory Information Service prior to the date of this announcement
or disclosed in writing to any member of the AstraZeneca Group or its advisers
by or on behalf of CAT prior to the date of this announcement, no member of the
Wider CAT Group having since 30 September 2005:
8.1 issued or agreed to issue or authorised or proposed or announced
its intention to authorise or propose the issue of additional shares of any
class, or securities convertible into, or exchangeable for, or rights, warrants
or options to subscribe for or acquire, any such shares or convertible
securities (save as between CAT and wholly owned subsidiaries of CAT and save
for the issue of CAT Shares pursuant to or in connection with rights granted
under, or the grant of rights under, the CAT Share Schemes);
8.2 recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other distribution whether
payable in cash or otherwise other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made by any wholly-owned
subsidiary of CAT to CAT or any of its wholly owned subsidiaries;
8.3 other than pursuant to the Offer (and save for transactions
between CAT and its wholly-owned subsidiaries or other than in the ordinary
course of business) implemented, effected, authorised, proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares (or the equivalent thereof) in any undertaking or undertakings
that is material in the context of the CAT Group taken as a whole or any change
in its share or loan capital;
8.4 (save for transactions between CAT and its wholly-owned
subsidiaries or other than in the ordinary course of business) disposed of, or
transferred, mortgaged or created any security interest over any asset or any
right, title or interest in any asset that is material in the context of the CAT
Group taken as a whole or authorised, proposed or announced any intention to do
so;
8.5 (save for transactions between CAT and its wholly-owned
subsidiaries) issued, authorised or proposed or announced an intention to
authorise or propose, the issue of any debentures or (save for transactions
between CAT and its wholly-owned subsidiaries or transactions under existing
credit arrangements or in the ordinary course of business) incurred any
indebtedness or contingent liability which is material in the context of the CAT
Group as a whole;
8.6 entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which involves or is reasonably likely to involve an obligation of such a nature
or magnitude which is, in any such case, or which is or is likely to be
restrictive on the business of any member of the Wider CAT Group, which is, in
any such case, material in the context of the Wider CAT Group;
8.7 entered into or varied to a material extent or authorised,
proposed or announced its intention to enter into or vary to a material extent
the terms of, or make any offer (which remains open for acceptance) to enter
into or vary to a material extent the terms of, any service agreement with any
director or, save for salary increases, bonuses or variations of terms in the
ordinary course, senior executive of CAT;
8.8 purchased, redeemed or repaid or announced a proposal to
purchase, redeem or repay any of its own shares or other securities (or the
equivalent) or reduced or made any other change to or proposed the reduction or
other change to any part of its share capital, save for any shares allotted in
connection with the CAT Share Schemes or as between CAT and wholly owned
subsidiaries of CAT;
8.9 waived, compromised or settled any claim which is material in
the context of the CAT Group as a whole otherwise than in the ordinary course of
business;
8.10 terminated or varied the terms of any agreement or arrangement
between any member of the CAT Group and any other person in a manner which would
or might reasonably be expected to have a material adverse effect on the
financial position of the CAT Group taken as a whole;
8.11 (save as disclosed on publicly available registers) made any
alteration to its memorandum or articles of association;
8.12 made or agreed or consented to any significant change to the terms
of the trust deeds constituting the pension schemes established for its
directors and/or employees and/or their dependants or to the benefits which
accrue, or to the pensions which are payable, thereunder, or to the basis on
which qualification for or accrual or entitlement to such benefits or pensions
are calculated or determined or to the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the appointment of a trust
corporation;
8.13 been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business which is material in the context of the CAT
Group as a whole;
8.14 (other than in respect of a member which is dormant and was solvent
at the relevant time) taken or proposed any corporate action or had any action
or proceedings or other steps instituted against it for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any material part of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction; or
8.15 entered into any agreement, arrangement or commitment or passed any
resolution or made any proposal or announcement with respect to, or to effect,
any of the transactions, matters or events referred to in this condition 8;
9 since 30 September 2005, save as disclosed in the Annual Report,
or save as disclosed in writing to any member of the AstraZeneca Group or its
advisers by or on behalf of CAT or except as publicly announced by CAT (by the
delivery of an announcement to a Regulatory Information Service), in each case
prior to the date of this announcement, there having been:
9.1 no adverse change in the business, assets, financial or trading
position or profits of any member of the Wider CAT Group which is material in
the context of the Wider CAT Group taken as a whole;
9.2 no litigation, arbitration proceedings, prosecution or other
legal proceedings having been announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider CAT Group and no
enquiry or investigation by or complaint or reference to any Third Party against
or in respect of any member of the Wider CAT Group having been threatened,
announced or instituted or remaining outstanding, against or in respect of any
member of the Wider CAT Group and which in any such case might reasonably be
expected to have a material adverse effect on the Wider CAT Group taken as a
whole; and
9.3 no contingent or other liability having arisen or become
apparent to any member of the Wider AstraZeneca Group which might reasonably be
expected to adversely affect any member of the Wider CAT Group and which in any
such case is material in the context of the Wider CAT Group taken as a whole;
and
10 save as publicly announced by the delivery of an announcement to a
Regulatory Information Service prior to the date of this announcement or as
otherwise disclosed in the Annual Report or in writing to any member of the
AstraZeneca Group or its advisers by or on behalf of CAT prior to the date of
this announcement, AstraZeneca not having discovered:
10.1 that the financial, business or other information concerning the
Wider CAT Group publicly announced or disclosed at any time by or on behalf of
any member of the Wider CAT Group is misleading, contains a misrepresentation of
fact or omits to state a fact necessary to make the information contained
therein not misleading and which is, in any case, material in the context of the
Wider CAT Group;
10.2 that any member of the Wider CAT Group is, otherwise than in the
ordinary course of business, subject to any liability, contingent or otherwise,
which is material in the context of the Wider CAT Group taken as a whole;
10.3 that any past or present member of the Wider CAT Group has failed
to comply in any material respect with any applicable legislation or regulations
of any jurisdiction or any notice or requirement of any Third Party with regard
to the storage, disposal, discharge, spillage, release, leak or emission of any
waste or hazardous or harmful substance or any substance likely to impair the
environment or harm human or animal health or otherwise relating to
environmental matters or that there has been any such storage, presence,
disposal, discharge, spillage, release, leak or emission (whether or not the
same constituted non-compliance by any person with any such legislation or
regulation, and whenever the same may have taken place), any of which
non-compliance would be likely to give rise to any material liability (whether
actual or contingent) or cost on the part of any member of the Wider CAT Group
and which is material. in any such case, in the context of the Wider CAT Group
taken as a whole; or
10.4 there is, or is reasonably likely to be, any material obligation or
liability (whether actual or contingent) to make good, repair, reinstate or
clean up any property now or previously owned, occupied, operated or made use of
or controlled by any past or present member of the Wider CAT Group under any
environmental legislation, regulation, notice, circular or order of any Third
Party in any jurisdiction, in each case to an extent which is material in the
context of the Wider CAT Group taken as a whole.
For the purposes of this Appendix:
"Wider AstraZeneca Group" means AstraZeneca PLC and its subsidiary undertakings,
associated undertakings and any other undertakings in which AstraZeneca PLC and
such undertakings (aggregating their interests) have a substantial interest; and
"Wider CAT Group" means CAT and its subsidiary undertakings, associated
undertakings and any other undertakings in which CAT and such undertakings
(aggregating their interests) have a substantial interest.
For these purposes, "subsidiary", "subsidiary undertaking", "undertaking" and "
associated undertaking" have the respective meanings given thereto by the Act,
but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act, and
"substantial interest" means a direct or indirect interest in 20 per cent. or
more of the equity capital of an undertaking.
AstraZeneca reserves the right to waive, in whole or in part, all or any of the
above conditions 2 to 10 (inclusive).
If AstraZeneca is required by the Panel to make an offer for CAT Shares under
the provisions of Rule 9 of the Code, AstraZeneca may make such alterations to
any of the above conditions, including condition 1 above, and terms of the Offer
as are necessary to comply with the provisions of that Rule.
The Offer will lapse unless all the above conditions have been fulfilled or,
where permitted, waived or, where appropriate, have been determined by
AstraZeneca to be or remain satisfied, by 10.00pm (London time), 5.00pm (New
York City time) on the twentieth US business day following the posting of the
Offer Document (or in each case such later date as AstraZeneca may determine, in
accordance with the City Code and the Exchange Act). AstraZeneca shall be under
no obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled any of conditions 2 to 10 (inclusive) by a
date earlier than the latest date for the fulfilment of that condition
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
The Offer will lapse (unless otherwise agreed with the Panel) if, before the
later of the first closing date of the Offer and the date when the Offer becomes
or is declared unconditional as to acceptances:
(i) the OFT has referred the Offer to the Competition Commission;
or
(ii) the European Commission has initiated proceedings under Article
6(1)(c) of the Regulation.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and accepting CAT Shareholders and AstraZeneca shall cease to be bound by Forms
of Acceptance submitted at or before the time when the Offer so lapses.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The value placed by the Offer on the existing issued share
capital of CAT is based on 53,195,485 CAT Shares in issue on 12 May 2006, being
the last dealing day prior to the date of this announcement.
(ii) The closing mid-market share prices on 12 May 2006 are taken
from the Official List and the closing mid-market ADS quotation on 12 May 2006
is taken from Bloomberg.
(iii) The average closing price per CAT Share during the twelve months
up to and including 12 May 2006 is derived from the Official List, and the
average closing price per Eliot ADS during the twelve months up to and including
12 May 2006 is taken from Bloomberg.
(iv) Unless otherwise stated, the financial information relating to
CAT is extracted from the audited consolidated financial statements of CAT for
the financial year to 30 September 2005, prepared in accordance with UK GAAP.
(v) The financial information relating to AstraZeneca PLC is
extracted from the audited consolidated financial statements of AstraZeneca PLC
for the year ended 31 December 2005, prepared in accordance with IFRS.
(vi) The financial information relating to AstraZeneca is extracted
from the audited consolidated financial statements of AstraZeneca for the year
ended 31 December 2004, prepared in accordance with UK GAAP.
(vii) Unless otherwise noted herein, an exchange rate of #1 : $1.8911,
the daily noon buying rate for pounds sterling in New York certified by the New
York Federal Reserve Bank for customs purposes on 12 May 2006, the last business
day prior to this announcement, have been used throughout this announcement.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following holders of CAT Shares have given irrevocable undertakings to
accept the Offer:
Name Number of CAT Shares % of issued share capital
Paul Nicholson 11,962 0.0225
Peter Chambre 9,529 0.0179
Diane Millet 13,528 0.0254
John Aston 63,599 0.1196
John Brown 278 0.0005
Christopher Marshall 1,166 0.0022
Peter Ringrose 4,101 0.0077
Ake Stavling 3,281 0.0062
John Stocker 83,125 0.1563
TOTAL 190,569 0.3582
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
"Acceptance Condition" the condition as set out in paragraph 1 of Appendix 1 to this
announcement
"Acceptance Forms" the Form of Acceptance and, in relation to holders of CAT ADSs
only, the Letter of Transmittal and the Notice of Guaranteed
Delivery, relating to the Offer
"Act" the Companies Act 1985, as amended
"Annual Report" the annual report and accounts of CAT for the year ended 30
September 2005
"AstraZeneca" AstraZeneca UK Limited or, as the context requires, AstraZeneca
PLC
"AstraZeneca Group" AstraZeneca PLC, its subsidiaries, subsidiary undertakings and
associated undertakings and any other body corporate, partnership,
joint venture or person in which AstraZeneca and such undertakings
(aggregating their interests) have a direct or indirect interest
of 20 per cent. or more of the voting or equity capital or
equivalent
"Australia" the commonwealth of Australia, its territories and possessions and
all areas subject to its jurisdiction and all political
sub-divisions thereof
"Authorisations" has the meaning given to it in paragraph 7 of Appendix 1 of this
announcement
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction and all political sub-divisions thereof
"CAT" or the "Company" Cambridge Antibody Technology Group plc
"CAT ADRs" American Depositary Receipts issued by CAT under the deposit
agreement representing the right to CAT ADSs
"CAT ADSs" American Depositary Shares, each representing one CAT Share,
evidenced by CAT ADRs
"CAT Group" CAT, its subsidiaries, subsidiary undertakings and associated
undertakings and any other body corporate, partnership, joint
venture or person in which CAT and such undertakings (aggregating
their interests) have a direct or indirect interest of 20 per
cent. or more of the voting or equity capital or the equivalent
"CAT Shareholders" or "Shareholders" the holders of CAT Shares and/or CAT ADSs, as the case may be
"CAT Share Schemes" the CAT Executive Incentive Plan, the CAT Company Share Option
Plan and the CAT Inland Revenue Approved Employee Share Ownership
Plan
"CAT Shares" the existing unconditionally allotted or issued and fully paid
ordinary shares of 10 pence each in the capital of CAT (including
those represented by CAT ADSs) and any further such ordinary
shares which are unconditionally allotted or issued while the
Offer remains open for acceptance or before such earlier date as
AstraZeneca (subject to the City Code) may determine, not, unless
the Panel so permits, being earlier than the date on which the
Offer is declared unconditional as to acceptances or, if later,
the first closing date of the Offer
"City Code" or "Code" the City Code on Takeovers and Mergers
"Exchange Act" the United States Securities Exchange Act of 1934 (as amended) and
the rules and regulations promulgated thereunder
"Form of Acceptance" the form of acceptance and authority to be issued in connection
with the Offer and which will accompany the Offer Document
"FSA" the Financial Services Authority
"Goldman Sachs International" Goldman Sachs International, Peterborough Court, 133 Fleet Street,
London EC4A 2BB
"IFRS" International Financial Reporting Standards
"Interim Regulations" the Takeovers Directive (Interim Implementation) Regulations 2006
"Japan" Japan, its cities and prefectures, territories and possessions
"Letter of Transmittal" in relation to CAT ADSs, the letter of transmittal relating to the
Offer which is being sent with the Offer Document for use by
holders of CAT ADSs wishing to accept the Offer
"LIBOR" the British Bankers Association Interest Settlement Rate (rounded
down, if necessary, to four decimal places) which is quoted as of
11.00 a.m. on the first Business Day of the relevant interest
period on the appropriate page of Reuters screen (or such other
page or service as may replace it for the purpose of displaying
London inter-bank sterling offered rates of leading reference
banks) as being the interest rates offered in the London
inter-bank market of six month sterling deposits
"Listing Rules" the rules and regulations made by the Financial Services Authority
in its capacity as the UK Listing Authority under the Financial
Services and Markets Act 2000, and contained in the UK Listing
Authority's publication of the same name
"Loan Note Alternative" the alternative by which CAT Shareholders (other than CAT
Shareholders in any Restricted Jurisdiction) who validly accept
the Offer may elect to receive Loan Notes instead of all or part
of the cash consideration to which they would otherwise have been
entitled under the Offer
"Loan Note Instrument" the instrument constituting the Loan Note
"Loan Notes" the floating rate unsecured Loan Notes due 2011 of AstraZeneca to
be issued pursuant to the Loan Note Alternative
"London Stock Exchange" London Stock Exchange plc
"Morgan Stanley" Morgan Stanley & Co. Limited in its capacity as financial adviser
to CAT and / or, as the context requires, Morgan Stanley & Co.
International Limited in its capacity as joint corporate broker to
CAT, each of 25 Cabot Square, Canary Wharf, London E14 4QA
"Notice of Guaranteed Delivery" the notice of guaranteed delivery relating to the Offer for use by
holders of CAT ADSs, which will accompany the Offer Document
"Offer" the recommended cash offer being made by AstraZeneca to acquire
the whole of the issued and to be issued share capital of CAT not
otherwise held by AstraZeneca on the terms and subject to the
conditions to be set out in the Offer Document and the Form of
Acceptance, including, where the context requires, any subsequent
revision, variation, extension or renewal of such offer and
includes any election available thereunder
"Offer Document" the document to be despatched on behalf of AstraZeneca containing
the terms and conditions of the Offer and, where appropriate, any
other document(s) containing terms and conditions of the Offer
constituting the full terms and conditions of the Offer
"Official List" The Official List of the UK Listing Authority
"OFT Condition" the condition as set out in paragraph 2 of Appendix 1 to this
announcement
"Panel" The Panel on Takeovers and Mergers
"Regulation" has the meaning given to it in paragraph 3 of Appendix 1 of this
announcement
"Regulatory Information Service" any of the services set out in Appendix 3 to the Listing Rules
"Restricted Jurisdiction" any of the United States, Australia, Canada or Japan or any
jurisdiction where extension or acceptance of the Loan Note
Alternative would violate the law of that jurisdiction
"Restricted Overseas Persons" a person (including an individual, partnership, unincorporated
syndicate, limited liability company, unincorporated organisation,
trust, trustee, executor, administrator or other legal
representative) in, or resident in, or any person whom AstraZeneca
reasonably believes to be in, or resident in, the United States,
Canada, Australia or Japan and persons in any other jurisdiction
(other than persons in the UK) whom AstraZeneca is advised to
treat as restricted overseas persons in order to observe the laws
of such jurisdiction or to avoid the requirement to comply with
any governmental or other consent or any registration, filing or
other formality which AstraZeneca regards as unduly onerous
"SEC" the United States Securities and Exchange Commission
"Securities Act" the United States Securities Act of 1933 (as amended) and the
rules and regulations promulgated thereunder
"Third Party" has the meaning given to it in paragraph 6 of Appendix 1 of this
announcement
"UKLA" the UK Listing Authority, being the Financial Services Authority
Limited acting in its capacity as the competent authority for the
purposes of Part IV of the Financial Services and Markets Act 2000
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any
State of the United States of America and the District of Columbia
"US dollar" or "US$" the lawful currency of the United States
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "
undertaking" and "associated undertaking" have the respective meanings given
thereto by the Act, but for this purpose ignoring paragraph 20(1)(b) of Schedule
4A of the Act.
References to "blockbuster product" mean a product having annual sales in excess
of US$1 billion.
All the times referred to in this announcement are London times unless otherwise
stated.
References to the singular include the plural and vice versa.
# and pence means Pounds and Pence Sterling, the lawful currency of the United
Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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