CATCo Regulatory News (CAT)

22 Jun 2006 07:02

AstraZeneca PLC22 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 22 June 2006 Recommended Cash Offer by AstraZeneca UK Limited for Cambridge Antibody Technology Group plc Offer Declared Unconditional and Initial Offer Period Extended AstraZeneca announces that it has acquired, or received valid acceptances of theOffer in respect of, 37,261,730 CAT Shares in aggregate, representingapproximately 86.7 per cent. of the CAT Shares to which the Offer relates. As at 3.00pm (London time), 10.00am (New York City time) on 21 June 2006, beingthe first closing date of the recommended cash offer for the entire issued andto be issued share capital of CAT not otherwise held by AstraZeneca, validacceptances of the Offer had been received in respect of 31,661,730 CAT Shares(including CAT Shares represented by 1,840,347 CAT ADSs), representingapproximately 73.7 per cent. of the CAT Shares to which the Offer relates. Noneof 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 516,924 CAT Shares.Including the 5,600,000 CAT Shares acquired by AstraZeneca on 23 May 2006,AstraZeneca has acquired, or received valid acceptances of the Offer in respectof, 37,261,730 CAT Shares (including CAT Shares represented by 1,840,347 CATADSs) in aggregate, representing approximately 86.7 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 42,988,803, being the53,206,786 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, 47,479,713 CAT Shares (including CATShares represented by 1,840,347 CAT ADSs) in aggregate, representing 89.2 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 21 June 2006, 263,740 ADSs are subject to notice ofguarantee delivery period. AstraZeneca hereby waives Condition 1 to the Offer (i.e., the 90 per cent.minimum acceptance condition). All of the conditions of the Offer have now beensatisfied or waived and the Offer has been declared unconditional in allrespects. The Initial Offer Period is extended and remains open for acceptance, andwithdrawal rights of persons that have tendered their securities into the Offercontinue to exist, until the closing of the Initial Offer Period which is nowexpected to be 3.00pm (London time), 10.00am (New York City time) on 29 June2006, unless further extended. 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. 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, exceptwith the consent of the Panel, be effected as set out below: (a) in the case of acceptances received complete in all respectsby today and not subsequently withdrawn, within 14 calendar days; or (b) in the case of acceptances received complete in all respectsafter today but while the Offer remains open for acceptance, within 14 calendardays of such receipt. Holders of CAT Shares and ADSs who have already accepted the Offer, but whosewillingness to accept the Offer may be affected by the termination of theirwithdrawal rights following the close of the Initial Offer Period (which will beon 29 June 2006, at the earliest) have the right, until the Initial Offer Periodcloses for acceptance, to withdraw their acceptances with respect to suchsecurities. Defined terms used in this announcement have the same meanings as in the OfferDocument dated 23 May 2006. *Beneficial title to the 9,529 CAT shares in respect of which Peter Chambre gavean irrevocable undertaking, and which were beneficially held by Peter Chambre'swife, was transferred to Peter Chambre after 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 5087 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 may 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