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Oxford Glycosciences (OGS)


Friday 11 April, 2003

Oxford Glycosciences

Merger Update

Oxford Glycosciences PLC
11 April 2003

Oxford GlycoSciences Plc

11 April 2003

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

               OXFORD GLYCOSCIENCES PLC ('OGS' or the 'Company')


Further to its announcement earlier today, the OGS Board* is now clarifying its
position regarding the offer by Celltech Group plc ('Celltech').

On 14 March 2003, the OGS Board stated that it was committed to exploring all
potential options to maximise value for OGS shareholders. Since then, the
Company has approached a significant number of parties, including large and
small biotechnology and pharmaceutical companies, as well as private equity
investors, with a view to them making an offer for OGS. Despite conducting
detailed discussions with a number of interested parties, the OGS Board does not
now expect any of these parties to progress their interest.

In light of the significant fall in the Cambridge Antibody Technology Group plc
('CAT') share price, from 540 pence per share on 22 January 2003 (the day prior
to announcement of the proposed merger with OGS) to 349.5 pence on 10 April
2003, CAT is not in a position to improve its original merger terms.

The OGS Board has also reviewed a potential break-up of the OGS business,
concluding that it would not be possible to provide, with certainty, a higher
value to shareholders than the current Celltech offer within a similar

While the OGS Board continues to believe that the offer by Celltech does not
reflect fully the intrinsic value of the business and cash of OGS, in the
absence of any other options for realising value for shareholders in the near
term, the OGS Board, which has been so advised by Goldman Sachs International,
recommends that shareholders accept the offer by Celltech. In providing its
financial advice, Goldman Sachs International has taken into account the OGS
Board's commercial assessments.

Commenting, David Ebsworth PhD, CEO of OGS said: 'Over the past number of
months, we have been extremely committed to maximising value for our
shareholders and have spoken to a wide variety of potentially interested
parties. Due to the unfortunate decline of the CAT share price, the absence of
any other credible bidders and the sale of significant blocks of shares to
Celltech, we feel that the only alternative is for shareholders to accept the
current offer by Celltech. This is the realistic option and we will endeavour to
work with Celltech in the interests of our shareholders and employees. '


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
UK Media and Investors                      +44 (0) 20 7831 3113
Tim Spratt

Melanie Toyne-Sewell

US Media and Investors                           +1 212 850 5626
Leslie Wolf-Creutzfeldt
Deborah Ardern Jones

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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