CATCo Regulatory News (CAT)

30 Jun 2006 07:02

AstraZeneca PLC30 June 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 30 June 2006 Recommended Cash Offer by AstraZeneca UK Limited for Cambridge Antibody Technology Group plc Initial Offer Period Closed Subsequent Offer Period Commenced Summary • On 22 June 2006, AstraZeneca declared the Offer for CAT wholly unconditional and extended the Initial Offer Period until 29 June 2006. • AstraZeneca now announces that it has acquired, or received valid acceptances of the Offer in respect of, 41,262,279 CAT Shares (including CAT Shares underlying CAT ADSs) in aggregate, representing approximately 95.95 per cent. of the CAT Shares (including CAT Shares underlying CAT ADSs) to which the Offer relates. • Accordingly, AstraZeneca intends to apply for the delisting of CAT Shares and CAT ADSs and to commence the compulsory acquisition of the remaining CAT Shares (including CAT Shares underlying CAT ADSs). • AstraZeneca also announces the commencement of the Subsequent Offer Period, which is expected to remain open for acceptance until such time as the compulsory acquisition procedures are completed or until 3.00pm (London time), 10.00am (New York City time) on 22 September 2006, whichever occurs earlier. • Settlement of all acceptances (including in respect of CAT ADSs) received complete in all respects by 22 June 2006 and not withdrawn before 29 June 2006 will occur by 6 July 2006. Settlement of all acceptances received complete in all respects after 22 June 2006 will occur within 14 calendar days of such receipt. • Holders of CAT Shares who have not already accepted the Offer are urged to do so as soon as possible by following the procedures set out in the Offer Document. Acceptances As at 3.00pm (London time), 10.00am (New York City time) on 29 June 2006, validacceptances of the Offer had been received in respect of 35,562,279 CAT Shares(including CAT Shares represented by 2,085,549 CAT ADSs), representingapproximately 82.70 per cent. of the CAT Shares to which the Offer relates.None of these acceptances were received from persons acting in concert withAstraZeneca. Of these valid acceptances, valid elections for the Loan NoteAlternative had been received in respect of a total of 512,743 CAT Shares.Including the 5,700,000 CAT Shares acquired by AstraZeneca since 23 May 2006,AstraZeneca has acquired, or received valid acceptances of the Offer in respectof, 41,262,279 CAT Shares (including CAT Shares represented by 2,085,549 CATADSs) in aggregate, representing approximately 95.95 per cent. of the CAT Sharesto which the Offer relates. For the purposes of this announcement, the number of CAT Shares (including thoserepresented by CAT ADRs) to which the Offer relates is 43,002,698, being the53,220,681 shares in issue as of the date of this announcement less the10,217,983 shares held by AstraZeneca prior to the commencement of the OfferPeriod. Including the 10,217,983 CAT Shares held by AstraZeneca prior to thecommencement of the Offer Period, AstraZeneca has acquired, or received validacceptances of the Offer in respect of, 51,480,262 CAT Shares (including CATShares represented by 2,085,549 CAT ADSs) in aggregate, representing 96.73 percent. of the existing issued share capital of CAT. In addition to CAT ADSs tendered prior to 3.00pm (London time), 10.00am (NewYork City time), on 29 June 2006, 30,814 ADSs are subject to notice ofguaranteed delivery period. The Offer was declared unconditional in all respects on 22 June 2006.AstraZeneca announces that the Initial Offer Period, which was extended until 29June, is now closed for acceptance and the withdrawal rights of persons thathave tendered their securities will be terminated. Prior to the announcement of the Offer, AstraZeneca had received irrevocableundertakings to accept the Offer in respect of 190,569 CAT Shares in aggregate,representing approximately 0.36 per cent. of the existing issued share capitalof CAT. Valid acceptances have been received in respect of all of these CATShares and such acceptances are included in the total referred to above. As at the date of this announcement, affiliates of Goldman Sachs Internationaland Deutsche Bank (who are acting in concert (within the meaning of the CityCode) with AstraZeneca) held 78,084 CAT Shares in aggregate, representing 0.15per cent. of the existing issued share capital of CAT. Commencement of Subsequent Offer Period and Settlement AstraZeneca also announces the commencement of the Subsequent Offer Period,which is expected to remain open for acceptance until such time as thecompulsory acquisition procedures referred to in part II of the Offer Documentare completed or until 3.00pm (London time), 10.00am (New York City time) on 22September 2006, whichever occurs earlier. If CAT Securities are tendered intothe Offer during the Subsequent Offer Period, such holders will not have theability to withdraw their tender of such securities, subject to certainconditions set out in the Offer Document. If the CAT Securities are acquiredpursuant to compulsory acquisition procedures described below, no withdrawalrights will exist in respect of the securities so acquired. To the extent they have not already done so, holders of CAT Shares and CAT ADSswho hold such securities in certificated form who have not yet accepted theOffer but wish to do so should complete and return their Form of Acceptance andLetter of Transmittal as soon as possible in accordance with the instructionsset out in the Offer Document and in the Form of Acceptance and Letter ofTransmittal. The CAT Shareholders and ADS holders who hold their CAT Shares inuncertificated or book-entry form and who have not yet accepted the Offer butwish to do so are reminded to take the necessary steps through CREST or theirrespective Agent Institution (as applicable) as soon as possible. Settlement of the consideration to accepting CAT Shareholders and acceptingholders of CAT ADSs (including holders of CAT ADSs that deliver a Notice ofGuaranteed Delivery in a timely manner) or their designated agents will beeffected as set out below: (a) in the case of acceptances received complete in all respects by 22 June 2006 and not withdrawn before today, within 14 calendar days of such date; or (b) in the case of acceptances received complete in all respects after 22 June 2006 but while the Offer remains open for acceptance, within 14 calendar days of such receipt. De-listing and Compulsory Acquisition As AstraZeneca has attained the required 75 per cent. of the voting rightsattaching to CAT Shares, AstraZeneca is taking steps to procure the applicationby CAT for the cancellation of the listing of CAT Shares from the Official Listand the cancellation of trading in CAT Shares on the London Stock Exchange'smarket for listed securities. It is anticipated that cancellation of listing andtrading will take effect no earlier than 28 July 2006. AstraZeneca also intendsto procure that CAT apply for de-listing of the CAT ADSs from NASDAQ. Suchde-listings would significantly reduce the liquidity and marketability of anyCAT Shares or CAT ADSs that are not acquired by AstraZeneca. AstraZeneca willalso request that CAT terminate the existing deposit agreement through which theADS programme is operated. In addition, if the number of holders of CATSecurities in the United States falls below 300 (calculated in accordance withRule 12g3-2(a) under the Exchange Act), AstraZeneca intends to procure that CATfile a Form 15 with the SEC to request that its registration under the ExchangeAct be terminated or suspended. It is also anticipated that, after suchcancellations, CAT will be re-registered as a private company under the relevantprovisions of the Companies Act. Given that AstraZeneca has received acceptances under the Offer in respect of,or otherwise acquired, more than 90 per cent. of CAT Shares to which the Offerrelates, AstraZeneca intends to exercise its rights pursuant to the provisionsof Schedule 2 of the Interim Regulations to acquire compulsorily, on the sameterms as the Offer, the remaining CAT Shares (including shares underlying CATADSs) in respect of which the Offer has not been accepted. Defined terms used in this announcement have the same meanings as in the OfferDocument dated 23 May 2006. Enquiries: AstraZeneca Media Enquiries: Steve Brown (London) +44 (0)20 7304 5033Edel McCaffrey (London) +44 (0) 20 7304 5034Staffan Ternby (Sweden) +46 8 553 26107 Analyst/Investor Enquiries:Jonathan Hunt (London) +44 (0) 20 7304 5087Mina Blair (London) +44 (0) 20 7304 5084Ed Seage (US) +1 302 886 4065Jorgen Winroth (US) +1 212 579 0506 Goldman Sachs International +44 (0) 20 7774 1000Guy SlimmonMark Sorrell This announcement is for informational purposes only and does not constitute anoffer to sell or an invitation to purchase any securities or the solicitation ofan offer to buy any securities, pursuant to the Offer or otherwise. Thisannouncement also does not constitute a Solicitation / Recommendation Statementunder 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 andthe Form of Acceptance accompanying the Offer Document, which contain the fullterms and conditions of the Offer, including details of how the Offer may beaccepted. In the United States, AstraZeneca has filed a Tender Offer Statementcontaining the Offer Document and other related documentation with the SEC onSchedule TO and CAT has filed a Solicitation/Recommendation Statement with theSEC on Schedule 14D-9. Free copies of the Schedule TO, the Schedule 14D-9 andthe other related documents filed by AstraZeneca or CAT in connection with thisOffer are available on the SEC's website at http://www.sec.gov. The OfferDocument and Acceptance Forms accompanying the Offer Document have been madeavailable to all CAT Shareholders at no charge to them. CAT Shareholders areadvised to read the Offer Document and the accompanying Acceptance Forms as theycontain important information. CAT Shareholders in the United States are alsoadvised to read the Tender Offer Statement and the Solicitation/RecommendationStatement as they contain important information. Goldman Sachs International, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for AstraZeneca and no one else inconnection with the Offer and will not be responsible to anyone other thanAstraZeneca for providing the protections afforded to clients of Goldman SachsInternational or for providing advice in relation to the Offer or any othermatters referred to in this announcement. The availability of the Offer to CAT Shareholders who are not resident in andcitizens of the United Kingdom or the United States may be affected by the lawsof the relevant jurisdictions in which they are located or of which they arecitizens. Such persons should inform themselves of, and observe, any applicablelegal or regulatory requirements of their jurisdictions. Further details inrelation to overseas shareholders are contained in the Offer Document. The Loan Notes which will be issued pursuant to the Loan Note Alternative havenot been, and will not be, listed on any stock exchange and have not been, andwill not be, registered under the Securities Act or under any relevant laws ofany state or other jurisdiction of the United States, nor have clearances been,nor will they be, obtained from the securities commission or similar authorityof 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 orterritory 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 andInvestments Commission, nor have any steps been taken, nor will any steps betaken, to enable the Loan Notes to be offered in compliance with applicablesecurities laws of Japan. Accordingly, unless an exemption under relevantsecurities laws is available, the Loan Notes may not be offered, sold, re-soldor delivered, directly or indirectly, in, into or from the United States or anyother Loan Note Restricted Jurisdiction in which an offer of Loan Notes wouldconstitute a violation of relevant laws or require registration of the LoanNotes, or to or for the account or benefit of any US person or resident of anyother Loan Note Restricted Jurisdiction. Unless otherwise determined by AstraZeneca and permitted by applicable law andregulation, subject to certain exemptions, the Offer will not be capable ofacceptance from or within a Restricted Jurisdiction. Accordingly, copies of thisannouncement must not be, directly or indirectly, mailed or otherwise forwarded,distributed or sent in, into or from a Restricted Jurisdiction and personsreceiving this announcement (including custodians, nominees and trustees) shouldobserve these restrictions and must not mail or otherwise distribute thisannouncement in, into or from any such jurisdictions.-------------------------- This information is provided by RNS The company news service from the London Stock Exchange