AstraZeneca Offer for CAT
AstraZeneca PLC
23 May 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
23 May 2006
Recommended Cash Offer
by AstraZeneca UK Limited
for
Cambridge Antibody Technology Group plc
Posting of Offer Document
Further to the announcement made on 15 May 2006, AstraZeneca UK Limited
('AstraZeneca') announces that the offer document (the 'Offer Document')
containing the full terms and conditions of the Offer being made by AstraZeneca
to acquire the entire issued and to be issued share capital of Cambridge
Antibody Technology Group plc ('CAT') not otherwise held by AstraZeneca, is
being posted to CAT Shareholders today, together with the Form of Acceptance.
To accept the Offer in respect of certificated CAT Shares, the Form of
Acceptance should be completed, signed and returned in accordance with the
instructions set out in the Offer Document and on the Form of Acceptance, so as
to be received as soon as possible, and in any event, by no later than 3.00 p.m.
(London time), 10.00 a.m. (New York City time) on 21 June 2006.
To accept the Offer in respect of uncertificated CAT Shares (that is, in CREST),
you should not return the Form of Acceptance, but instead accept the Offer
electronically through CREST in accordance with the instructions set out in the
Offer Document, so that the TTE instruction settles as soon as possible, and in
any event, by no later than 3.00 p.m. (London time), 10.00 a.m. (New York City
time) on 21 June 2006. If you are a CREST sponsored member, you should refer to
your CREST sponsor as only your CREST sponsor will be able to send the necessary
TTE instruction(s) to CRESTCo in relation to your CAT Shares.
Copies of the Offer Document are available for inspection or collection (during
normal business hours) from Lloyds TSB Registrars at the Causeway, Worthing,
West Sussex, BN99 6DA (for CAT Shares), and the Bank of New York at The Bank of
New York of Depositary Receipts, 101 Barclay Street - 22nd, New York or
Georgeson Shareholder Communications Ltd. at 17 State Street - 10th Floor, New
York (in the case of CAT ADSs), and will shortly be available on AstraZeneca's
website, www.astrazeneca.com.
Terms defined in the Offer Document have the same meanings in this 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 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
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 is being made solely by means of the Offer Document and
the Form of Acceptance accompanying the Offer Document, which contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. In the United States, AstraZeneca is filing a Tender Offer Statement
containing the Offer Document and other related documentation with the SEC on
Schedule TO and CAT is filing a Solicitation/Recommendation Statement with the
SEC on Schedule 14D-9 on or about today's date. 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 are available on the SEC's website at
http://www.sec.gov. The Offer Document and Acceptance Forms accompanying the
Offer Document are being 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 as they contain important information. CAT
Shareholders in the United States are also advised to read the Tender Offer
Statement and the Solicitation/Recommendation Statement as they 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.
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.
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 are contained in the Offer Document.
Unless otherwise determined by AstraZeneca and permitted by applicable law and
regulation, subject to certain exemptions, the Offer will not be capable of
acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this
announcement must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction and persons
receiving this announcement (including custodians, nominees and trustees) should
observe these restrictions and must not mail or otherwise distribute this
announcement in, into or from any such jurisdictions.
The Loan Notes which may be issued pursuant to the Loan Note Alternative have
not been, and will not be, listed on any stock exchange and have not been, and
will not be, registered under the Securities Act or under any relevant laws of
any state or other jurisdiction of the United States, nor have clearances been,
nor will they be, obtained from the securities commission or similar authority
of any province or territory of Canada and no prospectus has been, or will be,
filed, or registration made, under any securities law of any province or
territory of Canada, nor has a prospectus in relation to the Loan Notes been,
nor will one be, lodged with, or registered by, the Australian Securities and
Investments Commission, nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be offered in compliance with applicable
securities laws of Japan. Accordingly, unless an exemption under relevant
securities laws is available, the Loan Notes may not be offered, sold, re-sold
or delivered, directly or indirectly, in, into or from the United States or any
other Loan Note Restricted Jurisdiction in which an offer of Loan Notes would
constitute a violation of relevant laws or require registration of the Loan
Notes, or to or for the account or benefit of any US person or resident of any
other Loan Note Restricted Jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange