CATCo Regulatory News (CAT)

7 Jul 2006 14:51

AstraZeneca PLC07 July 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 Posting of Compulsory Acquisition Notices Further to AstraZeneca's announcement on 30 June 2006 regarding its intention toexercise its rights pursuant to the provisions of Schedule 2 of the InterimRegulations to acquire compulsorily, on the same terms as the Offer, theremaining CAT Shares (including shares underlying CAT ADSs) in respect of whichthe Offer has not been accepted, AstraZeneca announces the despatch today ofcompulsory acquisition notices to CAT Shareholders who have not accepted theOffer. CAT Shareholders who wish to accept the Offer and who have not already done soshould, if their CAT Shares are held in certificated form, complete and returntheir Form of Acceptance as soon as possible in accordance with the instructionsprinted on it. CAT Shareholders who hold CAT Shares in uncertificated form andwho have not yet accepted the Offer are reminded to follow the CREST procedureset out in the Offer Document. 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 5033 Edel McCaffrey (London) +44 (0) 20 7304 5034 Staffan Ternby (Sweden) +46 8 553 26107 Analyst/Investor Enquiries: Jonathan Hunt (London) +44 (0) 20 7304 5087 Mina Blair (London) +44 (0) 20 7304 5084 Ed Seage (US) +1 302 886 4065 Jorgen Winroth (US) +1 212 579 0506 Goldman Sachs International +44 (0) 20 7774 1000 Guy Slimmon Mark 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 www.sec.gov. The Offer Document andAcceptance Forms accompanying the Offer Document have been made available to allCAT Shareholders at no charge to them. CAT Shareholders are advised to read theOffer Document and the accompanying Acceptance Forms as they contain importantinformation. CAT Shareholders in the United States are also advised to read theTender Offer Statement and the Solicitation/Recommendation Statement as theycontain 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