Offer Update
AstraZeneca PLC
01 June 2007
(NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION)
1st June 2007
Successful AstraZeneca Tender Offer for MedImmune Shares
96.0% of MedImmune's Shares Tendered and Subsequent Offering Period Announced
AstraZeneca PLC ('AstraZeneca') today announced the success of the tender offer
by its indirect wholly owned subsidiary, AstraZeneca Biopharmaceuticals Inc.
('Purchaser'), for all of the outstanding shares of common stock of MedImmune,
Inc. ('MedImmune'). The initial offering period expired, as scheduled, at 12:00
midnight, New York City time, on Thursday, May 31, 2007. Prior to the
expiration of the initial offering period, AstraZeneca and Purchaser waived the
condition to the offer relating to the receipt of approval or an exemption under
the antitrust and competition laws of the Slovak Republic and, as a result, all
conditions to the offer were satisfied or waived on or prior to the expiration
of the initial offering period.
As of the expiration of the initial offering period, a total of approximately
229,271,957 shares of MedImmune common stock were validly tendered and not
withdrawn (including approximately 27,750,668 shares delivered through notices
of guaranteed delivery), representing approximately 96.0% of the outstanding
shares of MedImmune common stock. Purchaser has accepted for purchase all shares
that were validly tendered during the initial offering period. Purchaser will
deposit the purchase price to pay for all such shares with The Bank of New York,
the depositary for the offer, who is expected in turn to transmit such funds to
the tendering stockholders on or about June 6, 2007.
AstraZeneca also announced that Purchaser will provide a subsequent offering
period for all remaining shares of MedImmune common stock to permit stockholders
who have not yet tendered their shares the opportunity to do so. This
subsequent offering period will expire at 12:00 midnight, New York City time, on
Tuesday, June 5, 2007. During the subsequent offering period, the same $58.00
per share cash consideration offered during the initial offering period will be
paid. Procedures for tendering shares during the subsequent offering period are
the same as during the initial offering period with two exceptions: (1) the
guaranteed delivery procedures may not be used during the subsequent offering
period and (2) no shares tendered during the subsequent offering period may be
withdrawn.
After the expiration of the subsequent offering period, AstraZeneca intends to
complete the acquisition of MedImmune through a short-form merger without a vote
or meeting of MedImmune's stockholders, after which MedImmune will immediately
become an indirect wholly owned subsidiary of AstraZeneca. In order to comply
with certain advance notice provisions in the indentures governing MedImmune's
1.375% Convertible Senior Notes Due 2011 and 1.625% Convertible Senior Notes Due
2013, the merger is expected to occur on or about June 18, 2007. In the merger,
each of the remaining shares of MedImmune common stock (other than any shares in
respect of which appraisal rights are validly exercised under Delaware law and
any shares owned by MedImmune, AstraZeneca or any of their subsidiaries) will be
converted into the right to receive the same $58.00 in cash per share, without
interest, that was paid in the tender offer. Following the merger, MedImmune's
common stock will cease to be traded on the NASDAQ Global Select Market.
Additional Information
This press release is for informational purposes only and does not constitute an
offer to purchase or a solicitation of an offer to sell MedImmune common stock.
The tender offer is being made pursuant to a tender offer statement on Schedule
TO (including the offer to purchase, letter of transmittal and other related
tender offer materials, which were mailed to MedImmune's stockholders) filed by
a subsidiary of AstraZeneca with the Securities and Exchange Commission ('SEC')
on May 3, 2007. In addition, on May 3, 2007, MedImmune filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer, which was mailed to MedImmune's stockholders. The tender offer
statement (and related materials), as it may be amended from time to time, and
the solicitation/recommendation statement, as it may be amended from time to
time, contain important information, including the various terms of, and
conditions to, the tender offer, that should be read carefully before any
decision is made with respect to the tender offer. These materials may be
obtained free of charge by contacting the information agent for the tender
offer, Georgeson, Inc., at +1 877 653 2948 (toll-free). In addition, all of
these materials (and all other materials filed by MedImmune and AstraZeneca with
the SEC) are available for free at the website maintained by the SEC at
www.sec.gov.
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:
Jamie Lacey 301-398-4035
Analyst/Investor Enquiries:
Pete Vozzo 301-398-4358
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from Australia, Canada or Japan
This information is provided by RNS
The company news service from the London Stock Exchange