Acquisition
AstraZeneca PLC
23 April 2007
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23rd April 2007
AstraZeneca to acquire MedImmune for $58 per share in a fully recommended,
all-cash transaction with a total enterprise value of $15.2 billion
Acquisition delivers AstraZeneca biologics ambition faster
Creates a leading, fully-integrated biotechnology business within AstraZeneca
with critical mass in research, development, regulatory and manufacturing with
global sales reach
Significantly expands product pipeline by adding 45 projects including 2
late-stage products and a blockbuster marketed monoclonal antibody, Synagis
Summary
AstraZeneca PLC ('AstraZeneca') today announced that it has entered into a
definitive agreement to acquire MedImmune, Inc. ('MedImmune'), in an all-cash
transaction. Under the terms of the agreement, which has unanimous MedImmune
Board support, AstraZeneca will acquire all of the fully diluted shares of
MedImmune common stock at a price of $58 per share, for a total consideration of
approximately $15.6 billion (including approximately $340m net cash).
The acquisition of MedImmune significantly accelerates AstraZeneca's biologics
strategy. The combination of MedImmune with AstraZeneca's wholly-owned
subsidiary Cambridge Antibody Technology ('CAT') will create a world-class,
fully integrated biologics and vaccines business within the AstraZeneca Group
with critical mass in research, development, regulatory, manufacturing and
global sales and marketing reach.
MedImmune is a world-leading, profitable, biotechnology company with a record of
proven success with revenue in 2006 of $1.3bn, profit before tax of $75m and
gross assets of $3.0bn.
The acquisition extends AstraZeneca's R&D science base to allow it to address
novel drug targets through 3 key technological approaches: small molecules,
biologics and, for the first time, vaccines.
Overall, the combination of MedImmune with AstraZeneca's existing capabilities
will be capable of delivering a greater number of new biologic products to bring
benefit to patients in AstraZeneca's prioritised disease areas.
The deal is expected to close in June 2007.
Highlights and acquisition benefits
R&D capability
• Expands and diversifies AstraZeneca's science base by establishing an
international platform capable of delivering a greater flow of new medicines
in AstraZeneca's prioritised disease areas, embracing small molecules,
monoclonal antibodies, next generation biologics and vaccines
• Natural fit between CAT and MedImmune
• Complementary with existing AstraZeneca therapeutic area
strengths in Oncology, Infection and Respiratory & Inflammation
• Provides entry into vaccines; through proprietary live attenuated vaccines
capability
• Brings significant regulatory experience in making Biologics License
Applications
• Enhanced biologics capability positions AstraZeneca as a more compelling
licensing partner, improving AstraZeneca's externalisation position
Manufacturing
• MedImmune is a leader in protein engineering and biologics manufacturing,
with a production capacity of over 30,000L planned by 2010 and world leading
cell line productivity levels. Through further modest investment, capacity
could be increased to over 60,000L. This would secure production
requirements for the long-term and avoid the need for major near-term
'green-field' manufacturing investment by AstraZeneca to support its
biologics strategy
Pipeline
• Adds 2 late-stage assets: the next generation follow-on to 'Synagis',
'Numax' and refrigerated formulation 'FluMist' with an anticipated US
launch for 2007-2008 influenza season
• Increases the proportion of biologics in AstraZeneca's pipeline from 7
percent to 27 percent and enlarges the total pipeline by 45 projects to
163 projects
• Diversifies and expands R&D capability to deliver a greater flow of new
biologic products
Financial benefits
• Synergies from the acquisition of MedImmune and from related AstraZeneca
activities are expected to be towards $500m per annum by 2009
• The acquisition is expected to be cash earnings enhancing in 2009
• The acquisition will be fully funded in cash, bringing improved financial
efficiency through balance sheet leverage. Previously announced $4bn
share buyback programme for 2007 unchanged
• Addition of attractive marketed products including 'Synagis' and 'FluMist'
to AstraZeneca's portfolio adds $1.2bn in sales. Consensus sales growth for
this portfolio is forecast at 12% CAGR to 2010
• Provides AstraZeneca with several other substantial assets, including a
royalty stream on the sales of the HPV vaccines with estimated consensus
peak sales of $5.5bn, potential milestones and royalties on MedImmune's
other licensed products and $1.5bn cash, including $89.4m relating to
MedImmune Ventures investments at book value
People
• Strong desire to retain employees and maintain culture, with emphasis on
retaining key talent and critical skills
• One-time retention grant for employees
• David M. Mott, the Chief Executive Officer and President of MedImmune, and
James F. Young, Ph.D., the President, Research and Development of MedImmune,
have committed to remain with MedImmune and it is expected that other
members of MedImmune's senior management will stay with the company
following the closing
• David M. Mott will take a leadership role within AstraZeneca
Commenting on the Offer, David Brennan, Chief Executive Officer of AstraZeneca,
said:
'This acquisition represents a transformational step to deliver our biologics
strategy sooner than anticipated. It creates a leading fully integrated
biologics and vaccines business with critical mass and enhances AstraZeneca's R&
D science base through which we will deliver a stronger product pipeline.
MedImmune adds an exciting existing pipeline, including 2 late-stage products,
great expertise in biologic drug development and state of the art manufacturing
facilities.
We look forward to welcoming MedImmune's employees into AstraZeneca and are
excited by the potential to create significant value for all our shareholders,
employees and patients that this acquisition brings.'
David M. Mott, CEO and President of MedImmune, said:
'After conducting a full and open process, whereby we evaluated potential
interest in the value we have built over our 19 year history, we are very
pleased to become a part of AstraZeneca. We believe that this transaction is in
the best interest of all parties, including shareholders, employees and
ultimately patients. The potential to harness the combined skills and
capabilities of MedImmune, AstraZeneca and CAT and take our combined world class
biologics capabilities to the next level, is very exciting and a challenge to
which I am personally committed.'
The Transaction
The acquisition is structured as an all cash tender offer for all outstanding
shares of MedImmune common stock followed by a merger in which each remaining
untendered share of MedImmune would be converted into the same $58 cash per
share price paid in the tender offer. The acquisition is subject to the
satisfaction of customary conditions, including the tender of a majority of the
outstanding MedImmune shares on a fully-diluted basis and the expiration or
earlier termination of the Hart-Scott-Rodino waiting period and other regulatory
approvals. The tender offer will be commenced within 10 working days and is
expected to close in June 2007, unless extended. The tender offer is not subject
to a financing contingency.
The acquisition price represents a premium of approximately 53.3% to MedImmune's
closing share price of $37.84 on 11th April, 2007, this being the last business
day prior to MedImmune's announcement to explore strategic alternatives.
The transaction has been unanimously recommended by the Board of Directors of
MedImmune.
The acquisition will be effected pursuant to a merger agreement. The merger
agreement contains certain termination rights for each of AstraZeneca and
MedImmune and further provides that, upon termination of the merger agreement
under specified circumstances, MedImmune may be required to pay AstraZeneca a
termination fee of $450 million.
Financing
The total consideration for the acquisition of MedImmune amounts to
approximately $15 billion in cash. AstraZeneca will draw from a committed
banking facility in the amount of $15 billion to provide the initial financing
for the acquisition.
Additional Information
The tender offer described in this press release has not yet commenced, and this
press release is neither an offer to purchase nor a solicitation of an offer to
sell MedImmune common stock. Investors and security holders are urged to read
both the tender offer statement and the solicitation/recommendation statement
regarding the tender offer described in this press release when they become
available because they will contain important information. The tender offer
statement will be filed by AstraZeneca and a subsidiary of AstraZeneca with the
Securities and Exchange Commission ('SEC'), and the solicitation/recommendation
statement will be filed by MedImmune with the SEC. Investors and security
holders may obtain a free copy of these statements (when available) and other
documents filed by AstraZeneca or MedImmune with the SEC at the website
maintained by the SEC at www.sec.gov. The tender offer statement and related
materials may be obtained for free by directing such requests to AstraZeneca
(Investor Relations) at +44 (0) 207 304 5000. The solicitation/recommendation
statement and such other documents may be obtained by directing such requests to
MedImmune (Investor Relations) at 301-398-4358.
Enquiries:
AstraZeneca
Media Enquiries:
Steve Brown / Edel McCaffrey (London) (020) 7304 5033/5034
Staffan Ternby (Sweden) (8) 553 26107
Emily Denney (Wilmington) (302) 885 3451
Analyst/Investor Enquiries:
Jonathan Hunt / Mina Blair / Karl Hard (London) (020) 7304 5087/5084/5322
Staffan Ternby (Sweden) (8) 553 26107
Ed Seage / Jorgen Winroth (US) (302) 886 4065/(212) 579 0506
Merrill Lynch (Financial Adviser to AstraZeneca) +44 (0) 20 7628 1000
Richard Girling
Deutsche Bank (Joint Corporate Broker to AstraZeneca) +44 (0) 20 7545 8000
Charlie Foreman
Goldman Sachs (Joint Corporate Broker to AstraZeneca) +44 (0) 20 7774 1000
Phil Raper
MedImmune
Media Enquiries:
Lori Weiman 240-372-4829
Jamie Lacey 301-398-4035
Analyst/Investor Enquiries:
Pete Vozzo 301-398-4358
AstraZeneca 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 11:30 BST.
Teleconference details
11:30 BST, 12:30 CEST, 06:30 EDT
There will be an interactive Q&A session
UK freephone 0800 559 3272
US freephone +1 886 239 0753
Sweden freephone 0200 887 737
International +44 (0)207 138 0815
Journalists are invited to listen only on +44 (0)207 138 0810
A replay facility will be available from 15.30 BST on 23rd April 2007
UK freephone 0800 559 3271
US freephone +1 866 239 0765
Sweden freephone 0200 887 740
International +44 (0)207 806 1970
Replay passcode 1880494#
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