AstraZeneca PLC
22 March 2004
AstraZeneca Does Not Recommend or Endorse
Unsolicited 'Mini-Tender' Offer
AstraZeneca PLC announced today that it has received notification of an
unsolicited 'mini-tender' offer to its holders of American Depositary Shares
(ADSs) by TRC Capital Corporation of Toronto, Canada. The offer documentation
indicates that TRC Capital offers to purchase up to 2,000,000 Ordinary Shares
represented by ADSs, or approximately 0.12% of the outstanding Ordinary Shares,
at a price of $48.00 per ADS in cash.
AstraZeneca does not in any way recommend or endorse the TRC Capital offer and
cautions its shareholders to consider the terms of the offer carefully before
taking any action. Shareholders are advised that TRC Capital has reserved the
right to delay payment for ADSs tendered, to withdraw its offer at any time and
to amend its offer in any respect. TRC Capital may also decline to purchase
ADSs tendered if any one of numerous conditions is not satisfied including
receipt by TRC Capital, on terms satisfactory to TRC Capital, of financing
necessary to complete the offer or if there is any change in the market price of
the AstraZeneca ADSs.
TRC Capital over the past several years has made numerous 'mini-tender' offers
for other companies' shares. Neither AstraZeneca nor any of its directors or
officers is affiliated with TRC Capital.
'Mini-tender' offers are offers to purchase less than five percent of a
company's outstanding shares, thereby avoiding many of the filing, disclosure
and procedural requirements of the United States Securities and Exchange
Commission (SEC). The SEC has issued an investor alert regarding 'mini-tender'
offers, which can be found on its website at http://www.sec.gov./investor/pubs/
minitend.htm. AstraZeneca advises shareholders to obtain current market
quotations for their ADSs, to consult with their investment advisors and to
exercise caution with respect to this 'mini-tender' offer.
AstraZeneca shareholders who have already tendered their ADSs are advised that
they may withdraw their shares by providing the written notice described in the
TRC Capital offer documentation prior to midnight, New York City time, on April
6, 2004.
AstraZeneca is a major international healthcare business engaged in the
research, development, manufacture and marketing of prescription pharmaceuticals
and the supply of healthcare services. It is one of the top five pharmaceutical
companies in the world with healthcare sales of over $18.8 billion and leading
positions in sales of gastrointestinal, oncology, cardiovascular, neuroscience
and respiratory products. AstraZeneca is listed in the Dow Jones Sustainability
Index (Global and European) as well as the FTSE4Good Index.
Investor Enquiries:
Mina Blair-Robinson +44 (0)20 7304 5084
Jonathan Hunt +44 (0)20 7304 5087
Media Enquiries:
Steve Brown +44 (0)20 7304 5033
Edel McCaffrey +44 (0)20 7304 5034
This information is provided by RNS
The company news service from the London Stock Exchange
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