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Oxford Glycosciences (OGS)


Monday 24 March, 2003

Oxford Glycosciences

Offer Update

Oxford Glycosciences PLC
23 March 2003


                                                                   23 March 2003

Not for release, publication or distribution in, into or from Australia, Canada
                                    or Japan

                        OXFORD GLYCOSCIENCES PLC ('OGS')

                          UPDATE ON MERGER DISCUSSIONS

Further to the announcement by the OGS Board on 14 March 2003 and recent press
coverage regarding the Celltech offer to OGS shareholders, the OGS Board* is
releasing this statement to clarify the current position regarding further
discussions with Cambridge Antibody Technology Group plc ('CAT') and other
potentially interested third parties.

•          OGS is continuing discussions with CAT with regard to a
potential revised proposal.

•          In addition, OGS is continuing discussions with other
potentially interested third parties.

The OGS Board is committed to maximising value for OGS shareholders and
continues to advise OGS shareholders to take no action in relation to the
Celltech offer.

Commenting, David Ebsworth PhD, CEO of OGS, said, 'There is still all to play
for. We remain in active discussions with CAT with a view to obtaining a
material improvement in the value of their offer. In addition, we continue to
seek further offers from other potentially interested parties.  With respect to
recent press coverage, the proposed scheme of arrangement with CAT would not be
prevented by a possible 10% holding by any party provided 75% of votes cast are
in favour of the scheme. The OGS Board is fully focussed on maximising the value
for our shareholders and therefore, we strongly advise shareholders to take no
action at this time.'


For further information please contact:

Oxford GlycoSciences Plc                                    +44 (0) 1235 208 000
David Ebsworth, Ph.D., Chief Executive Officer

Goldman Sachs International                                 +44 (0) 20 7774 1000
Michael Hill
Basil Geoghegan
Phil Raper (Corporate Broking)

Financial Dynamics                                          +44 (0) 20 7831 3113
UK Media and Investors
Tim Spratt                                             Mob: +44 (0) 7850 589 166
Melanie Toyne-Sewell                                   Mob: +44 (0) 7767 660 040

US Media and Investors                                           +1 212 850 5626
Leslie Wolf-Creutzfeldt                                     Mob: +1 917 854 4726
Deborah Ardern Jones                                        Mob: +1 917 613 1521

Goldman Sachs International is acting for OGS and for no-one else in connection
with this announcement and will not be responsible to any other person for
providing the protections afforded to clients of Goldman Sachs International or
for providing advice in relation to the offer from Celltech, the merger with CAT
or the contents of this announcement.

The directors of OGS accept responsibility for the information contained in this
announcement.  To the best of the knowledge and belief of the directors of OGS
(who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.*

*Dr Donald Drakeman, a director of OGS, is also the Chief Executive Officer of
Medarex Inc, a competitor of CAT, and therefore did not participate in decisions
of the OGS Board relating to the merger with CAT.  Given this conflict, he has
also not participated and does not propose to participate in discussions
relating to any competing offer for OGS.  Accordingly, Dr Drakeman has abstained
from OGS Board discussions of, and advice to OGS shareholders relating to, the
offer from Celltech and is not taking responsibility for the views or advice of
the Board on the merger with CAT or the offer from Celltech.

Shareholders can obtain a free copy of this and any other documents filed with
the Securities and Exchange Commission at the SEC's website (

This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote or approval in any jurisdiction.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                                                                

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