Last checked at 15 May 2006 07:03
AstraZeneca PLC15 May 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 15 May 2006 AstraZeneca announces major long-term strategic investment in biological therapeutics with a recommended £702 million cash offer for Cambridge Antibody Technology Group plc at 1,320p per share and 1,320p per ADS Summary The boards of AstraZeneca and CAT announce that they have agreed terms of arecommended cash offer to be made by AstraZeneca to acquire the entire issuedand to be issued share capital of CAT not otherwise held by AstraZeneca. TheOffer for each CAT Share will be at 1,320 pence in cash and the Offer for eachCAT ADS will be at 1,320 pence in cash, equivalent to US$24.96 per ADS (based onthe exchange rate as at 12 May 2006). The Offer values CAT's existing issuedshare capital, excluding AstraZeneca's existing shareholding in CAT, atapproximately £567 million and the entire issued share capital of CAT atapproximately £702 million. Building on the success of an existing collaboration, and recognising theincreasing importance of biotechnology in medical research, CAT will becomecentral to AstraZeneca's plans to establish a major international presence inthe research and development of biological therapeutics. AstraZeneca's sciencebase already possesses discovery and development capabilities for new biologicalmedicines which will be combined with those of CAT and expanded through furtherinvestment. This enhanced research capability, combined with AstraZeneca'sglobal development, marketing and sales resources, will establish aninternational platform capable of accelerating the delivery of new medicines inAstraZeneca's prioritised disease areas, embracing both monoclonal antibodiesand novel biological entities. Highlights • In late 2004, AstraZeneca and CAT entered into a Collaborationand Licence Agreement jointly to discover and develop human monoclonalantibodies and AstraZeneca acquired a shareholding in CAT that currentlyrepresents approximately 19.2% of the issued share capital. • AstraZeneca now intends to create a major R&D capability todeliver biological therapeutics, and the integration of CAT is central to theseplans. The new organisation will be led from CAT's Cambridge headquarters andwill be distinct from but complementary to AstraZeneca's small moleculecapability. • CAT's capabilities, when combined with AstraZeneca's globaldevelopment and marketing expertise, will deliver an expanded pipeline of novelbiological therapeutics to address unmet medical needs of patients inAstraZeneca's targeted disease areas. • AstraZeneca's ability to bring additional resources andcapabilities to CAT will allow it to develop CAT's technology platform beyondits current capability and across a number of therapeutic areas includingRespiratory & Inflammation, Oncology & Infection, Neuroscience, Cardiovascularand Gastro-intestinal. • CAT also provides AstraZeneca with several other substantialassets beyond its current scientific capabilities. These include a royaltystream on the sales of HUMIRA(R), potential milestones and royalties on CAT'sother licensed products and access to CAT's proprietary pipeline (includingCAT-3888 in Phase II and CAT-354 in Phase I), which will be integrated intoAstraZeneca's development portfolio. In addition, CAT had a balance of net cashand liquid resources of approximately £152 million as at 31 December 2005. • The acquisition will not alter AstraZeneca PLC's EPS guidanceor its share repurchase programme for 2006. The Offer • The Offer represents a premium of approximately 66.9% to theclosing mid market price of CAT's Shares on the London Stock Exchange of 791pence per share and 68.2% to the closing mid market quotation of CAT's ADSs onNASDAQ of US$14.84 per ADS, each on 12 May 2006 (being the last dealing dayprior to the date of this announcement) and a premium of 88.0% to CAT's averageprice of 702 pence per share and a premium of 98.7% to CAT's average price ofUS$12.56 per ADS over the last twelve months prior to the date of thisannouncement. • The directors of CAT, who have been so advised by MorganStanley, consider the terms of the Offer to be fair and reasonable. In providingits advice, Morgan Stanley has taken into account the commercial assessments ofthe directors of CAT. • The directors of CAT intend unanimously to recommend that CATShareholders accept the Offer, as the directors of CAT have irrevocablyundertaken to do in respect of their own beneficial shareholdings. • A Loan Note Alternative will also be made available to all CATShareholders (other than any CAT Shareholders in any Restricted Jurisdiction,which includes the United States). • The Offer is conditional, amongst other things, upon receivingthe required regulatory clearances. Further information on the terms andconditions to which the Offer will be subject are set out in Appendix 1 and willbe set out in the Offer Document, which AstraZeneca intends to despatch to CATShareholders as soon as practicable. Irrevocable undertakings AstraZeneca has received irrevocable undertakings to accept the Offer from eachof the directors of CAT, in respect of 190,569 CAT Shares in aggregate,representing approximately 0.36 per cent. of the existing issued share capitalof CAT. All of these undertakings will remain binding notwithstanding a highercompeting offer. Further details of these irrevocable undertakings are set out in Appendix 3 tothis announcement. Commenting on the Offer, David Brennan, Chief Executive Officer of AstraZenecaPLC, said: "This acquisition represents a major long-term strategic investment byAstraZeneca in novel biological therapeutics. It is our intention to both expandand broaden the scope of our discovery and development pipeline and we expectthat, by 2010, up to a quarter of our candidates for full scale development willbe biological therapeutic agents. "The success of the collaboration over the last two years has demonstratedAstraZeneca's and CAT's complementary skills and expertise. We will now build onthis success by combining CAT's research and development capability in novelbiological therapeutics with our own expertise in discovery, global productdevelopment and sales and marketing. Together we will create, for the long term,an opportunity to introduce more medicines that will deliver real benefit topatients worldwide." Dr. Paul Nicholson, Chairman of CAT, said: "After careful consideration, the board has unanimously decided to recommend theOffer to shareholders. The Offer recognises CAT's leading position in thediscovery and development of new antibody medicines and provides shareholderswith an attractive premium through a cash offer. "The Offer represents the successful culmination of CAT's development since itsfounding in collaboration with the Laboratory of Molecular Biology of the UKMedical Research Council to the point where the excellence of its technologiesand capabilities is now recognised globally. HUMIRA(R) is the first marketedproduct to come from CAT's technologies and the first blockbuster product tocome from the UK biotechnology industry. We are extremely pleased thatAstraZeneca has recognised those qualities through this acquisition,demonstrating the successful growth and development of CAT as a UKbiopharmaceutical company." Peter Chambre, CEO of CAT, said: "CAT has developed outstanding capabilities in the rapidly growing field ofantibody therapeutics. The excellent progress of the strategic alliance withAstraZeneca since December 2004 has demonstrated the power of combining thecapabilities of both organisations and reflects the skills and dedication of CATand AstraZeneca's people. The Offer represents the next logical step in thesuccessful development of CAT. By enabling the resources of AstraZeneca to becommitted to realising the full potential of the CAT technologies andcapabilities, there is the opportunity to develop a global leadership positionin biological therapeutics and a major pipeline of new biological medicines forthe benefit of patients. We are very excited about this next opportunity forthe people who have made such an important contribution to the success of CAT." Goldman Sachs International is acting as financial adviser to AstraZeneca.Goldman, Sachs & Co. is acting as dealer manager in the United States forAstraZeneca. Morgan Stanley is acting as financial adviser and joint corporatebroker to CAT. JPMorgan Cazenove Limited is acting as joint corporate brokerfor CAT. This summary should be read in conjunction with, and is subject to, the fulltext of the following announcement. Appendix 2 of this announcement contains thesources and bases of certain information used in this summary and in thefollowing announcement. Appendix 4 of this announcement contains definitions ofcertain terms used in this summary and the following announcement. Enquiries:AstraZenecaMedia 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 5084Mina Blair (London) +44 (0) 20 7304 5087Ed Seage (US) +1 302 886 4065Jorgen Winroth (US) +1 212 579 0506 Goldman Sachs International +44 (0) 20 7774 1000Guy SlimmonMark Sorrell CAT +44 (0) 1223 471 471Peter ChambreJohn AstonRowena Gardner Morgan Stanley (Financial Adviser to CAT) +44 (0) 20 7425 5000Laura HowardHenry StewartBrian Magnus Morgan Stanley (Joint Corporate Broker to CAT) +44 (0) 20 7425 5000Peter Moorhouse JPMorgan Cazenove (Joint Corporate Broker to CAT) +44 (0) 20 7588 2828Tony Brampton Hogarth Partnership (UK and Europe) (PR Adviser to CAT) +44 (0) 20 7357 9477Chris MatthewsMelanie Toyne-SewellAndrew Jaques BMC Communications (US media) (PR Adviser to CAT) +1 212 477 9007 (ext. 17)Brad Miles Trout Group (US Investors) (PR Adviser to CAT) +1 212 477 9007 (ext. 15)Brandon Lewis AstraZeneca PLC will be holding an analyst presentation by webcast andteleconference as follows: Presentation The presentation will be available 15 minutes prior to the start of the analyststeleconference/webcast. Audio webcast The webcast will start at 10:30BST. Participants will be able to register forthe webcast up to 15 minutes prior to the start of the webcast. Teleconference details 10:30BST, 11:30CEST, 05:30EDT There will be an interactive Q&A sessionUK freephone 0800 559 3272US freephone 1 866 239 0753International +44 (0)20 7138 0814Emergency back-up +353 (0) 1 665 0186Journalists are invited to listen only on +44 (0)20 7138 0813 Teleconference replay details A replay facility will be available from 12:00BST on Monday 15 May UK freephone 0800 559 3271 4770729#US freephone 1 866 239 0765 4770729#International +44 (0)20 7806 1970 4770729# 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 will be made solely by means of an Offer Document and theAcceptance Forms accompanying the Offer Document, which will contain the fullterms and conditions of the Offer, including details of how the Offer may beaccepted. In the United States, AstraZeneca will file a Tender Offer Statementcontaining the Offer Document and other related documentation with the SEC onSchedule TO and CAT will file a Solicitation/Recommendation Statement with theSEC on Schedule 14D-9 on or about the date the Offer Document is mailed to CATShareholders. Free copies of the Schedule TO, the Schedule 14D-9 and the otherrelated documents to be filed by AstraZeneca or CAT in connection with thisOffer will be available from the date the Offer Document is mailed to CATShareholders on the SEC's website at http://www.sec.gov. The Offer Document andAcceptance Forms accompanying the Offer Document will be made available to allCAT Shareholders at no charge to them. CAT Shareholders are advised to read theOffer Document and the accompanying Acceptance Forms when they are sent to thembecause they will contain important information. CAT Shareholders in the UnitedStates are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information. It should be noted that by virtue of the conflicting provisions of the City Codeand the Exchange Act, the Panel has agreed that the Acceptance Condition can bestructured so that the Offer cannot become or be declared unconditional as toacceptances until such time as all other conditions of the Offer have beensatisfied, fulfilled or, to the extent permitted, waived. The AcceptanceCondition in paragraph 1 of Appendix 1 has been amended accordingly. 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. Morgan Stanley is acting exclusively for CAT in connection with the Offer and noone else and will not be responsible to anyone other than CAT for providing theprotections afforded to clients of Morgan Stanley, or for providing advice inrelation to the Offer or any other matters referred to in this announcement. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for CAT inconnection with the Offer and no one else and will not be responsible to anyoneother than CAT for providing the protections afforded to clients of JPMorganCazenove Limited, 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 will be contained in the Offer Document. Unless otherwise determined by AstraZeneca or required by the City Code, andpermitted by applicable law and regulation, the Offer, including the Loan NoteAlternative, will not be made, directly or indirectly, in, into or from, andwill not be capable of acceptance in or from Canada or Japan or any jurisdictionwhere to do so would constitute a breach of securities laws in thatjurisdiction. Accordingly, copies of this announcement are not being, and mustnot be, mailed or otherwise forwarded, distributed or sent in, into or fromCanada or Japan or any jurisdiction where to do so would constitute a breach ofsecurities laws in that jurisdiction. Persons receiving this announcement(including custodians, nominees and trustees) should observe these restrictionsand should not send or distribute this announcement in, into or from any suchjurisdictions. The Loan Notes to be issued in connection with the Offer have not been, nor willthey be, registered under the Securities Act or under the securities laws of anystate or other jurisdiction of the United States (or under the securities lawsof any other jurisdiction, the residents of which AstraZeneca is advised totreat as Restricted Overseas Persons); the relevant clearances have not been,and will not be, obtained from the securities commission of any province,territory or jurisdiction of Canada; and no prospectus has been lodged with, orregistered by, the Australian Securities and Investments Commission or theJapanese Ministry of Finance. Accordingly, unless an exemption under such act orsecurities laws is available or unless otherwise determined by AstraZeneca, andpermitted by applicable law and regulation, the Loan Notes may not be offered,sold, resold, delivered or transferred, directly or indirectly, in or into theUnited States, Canada, Australia or Japan or any other jurisdiction if to do sowould constitute a violation of the relevant laws of, or require registrationthereof in, such jurisdiction or to, or for the account or benefit of, a personlocated in the United States, Canada, Australia or Japan. This document includes convenience translations of the consideration to be paidby AstraZeneca from pounds sterling or pence into US dollars. All such amountshave been translated at the exchange rate of £1.00 : $1.8911, the daily noonbuying rate for pounds sterling in New York certified by the New York FederalReserve Bank for customs purposes on 12 May 2006, the last business day prior tothe Announcement. Any US dollar amounts actually paid to holders of CAT ADSswill be determined by the tender agent after it converts the pounds sterlingproceeds it receives from AstraZeneca into US dollars at the exchange rateobtainable on the spot market in London (net of fees, expenses and withholdingtaxes, if any) on the date such proceeds are received by the tender agent fromAstraZeneca. CAT Shareholders in the United States shall receive all paymentsin pounds sterling. To the extent permitted by the City Code, the rules of the UK Listing Authorityand the rules of the London Stock Exchange and the Exchange Act, AstraZeneca andits nominees or brokers (acting as agents) may make certain purchases of, orarrangements to purchase, CAT Shares outside the United States during the periodin which the Offer remains open for acceptance. Any such purchases will bepublicly disclosed in accordance with applicable law in the United Kingdom andthe United States. Forward Looking Statements This announcement includes certain "forward-looking statements". Thesestatements are based on the current expectations of the management of CAT andAstraZeneca and are naturally subject to uncertainty and changes incircumstances. The forward-looking statements contained herein includestatements about the expected effects on AstraZeneca of the Offer, the expectedtiming and scope of the Offer, and all other statements in this announcementother than historical facts. Forward-looking statements include, withoutlimitation, statements typically containing words such as "intends", "expects","anticipates", "targets", "estimates" and words of similar import. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-lookingstatements. These factors include, but are not limited to, the satisfaction ofthe conditions to the Offer, and AstraZeneca's ability successfully to integratethe operations and employees of CAT, as well as additional factors, such aschanges in economic conditions, changes in the level of capital investment,success of business and operating initiatives and restructuring objectives,costs associated with research and development, changes in the prospects forproducts in the research and development pipeline of AstraZeneca or CAT,customers' strategies and stability, changes in the regulatory environment,fluctuations in interest and exchange rates, the outcome of litigation,government actions and natural phenomena such as floods, earthquakes andhurricanes. Other unknown or unpredictable factors could cause actual results todiffer materially from those in the forward-looking statements. Neither CAT norAstraZeneca undertake any obligation to update publicly or reviseforward-looking statements, whether as a result of new information, futureevents or otherwise, except to the extent legally required. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of CAT, all "dealings" in any "relevant securities" of CAT(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30p.m. (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Offerbecomes, or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of CAT, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of CAT by AstraZeneca or CAT, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time)(7.00am New York City time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to the application of Rule 8to you, please contact an independent financial adviser authorised under theFinancial Services and Markets Act 2000, consult the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 207382 9026; fax +44 (0) 20 7638 1554. Not for release, publication or distribution, in whole or in part, in, into orfrom Canada or Japan. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 15 May 2006 Recommended cash offer by AstraZeneca UK Limited for Cambridge Antibody Technology Group plc Introduction The boards of AstraZeneca and CAT announce that they have agreed terms of arecommended cash offer to be made by AstraZeneca to acquire the entire issuedand to be issued share capital of CAT not otherwise held by AstraZeneca, eitherin the form of CAT Shares or CAT ADSs. The terms of the Offer value the existingissued share capital of CAT, excluding AstraZeneca's existing shareholding inCAT, at approximately £567 million and the entire issued share capital of CAT atapproximately £702 million. Goldman Sachs International is acting as financial adviser to AstraZeneca.Goldman, Sachs & Co. is acting as the dealer manager in the United States forAstraZeneca. Morgan Stanley is acting as financial adviser to CAT. Summary of the Offer Under the Offer, which will be subject to the conditions and further terms setout below and in Appendix 1 and the full terms and conditions which will be setout in the Offer Document, CAT Shareholders will be entitled to receive: for each CAT Share, 1,320 pence in cash for each CAT ADS, 1,320 pence in cash The Offer values the entire existing issued share capital of CAT, excludingAstraZeneca's existing shareholding in CAT, at approximately £567 million andthe entire issued share capital of CAT at approximately £702 million. The Offer represents a premium of approximately 66.9% to the closing mid marketprice of CAT's Shares on the London Stock Exchange of 791 pence per share and68.2% to the closing mid market quotation of CAT's ADSs on NASDAQ of US$14.84per ADS, each on 12 May 2006 (being the last dealing day prior to the date ofthis announcement) and a premium of 88.0% to CAT's average price of 702 penceper share and a premium of 98.7% to CAT's average price of US$12.56 per ADS overthe last twelve months prior to the date of this announcement. The Offer foreach CAT ADS will be 1,320 pence in cash, equivalent to US$24.96 per ADS (basedon the exchange rate as at 12 May 2006). CAT Shares that are subject to the Offer (including those represented by CATADSs) will be acquired fully paid with full title guarantee and free from allliens, charges, equitable interests, encumbrances, rights of pre-emption and anyother third party rights and interests of any nature whatsoever and togetherwith all rights now and hereafter attaching thereto, including, withoutlimitation, voting rights and the right to receive and retain in full alldividends and other distributions (if any) declared, made or paid on or afterthe date of this announcement. A Loan Note Alternative will be made available to all CAT Shareholders (otherthan any CAT Shareholders in any Restricted Jurisdiction, which includes theUnited States), further details of which are set out below. Recommendation The directors of CAT, who have been so advised by Morgan Stanley, consider theterms of the Offer to be fair and reasonable. In providing its advice, MorganStanley has taken into account the commercial assessments of the directors ofCAT. The directors of CAT intend unanimously to recommend that CAT Shareholdersaccept the Offer, as the directors of CAT have irrevocably undertaken to do inrespect of their own beneficial shareholdings. Irrevocable undertakings AstraZeneca has received irrevocable undertakings to accept the Offer from eachof the directors of CAT, in respect of 190,569 CAT Shares in aggregate,representing approximately 0.36 per cent. of the existing issued share capitalof CAT. All of these undertakings will remain binding notwithstanding a highercompeting offer. Further details of these irrevocable undertakings are set out in Appendix 3 tothis announcement. The Loan Note Alternative As an alternative to all or some of the cash consideration of 1,320 pence perCAT Share, CAT Shareholders (other than any CAT Shareholders in any RestrictedJurisdiction, which includes the United States) who validly accept the Offerwill be able to elect to receive Loan Notes issued by AstraZeneca on thefollowing basis: for each £1 of cash consideration £1 nominal value of Loan Notes The Loan Note Alternative will be conditional upon the Offer becoming or beingdeclared unconditional in all respects. The Loan Note Alternative will remainopen for acceptance until the Offer closes. The Loan Notes will be issued by AstraZeneca, credited as fully paid, in amountsand integral multiples of £1 and the balance of any entitlement that is not awhole multiple of £1 will be disregarded and not issued. The Loan Notes willbear interest at 0.75 per cent. below six-month sterling LIBOR to be determinedon the first business day of each interest period. Interest will be payable byhalf-yearly instalments in arrears (less any tax) on 30 June and 31 December ineach year. The first payment of interest will be made on the first 30 June or31 December date which falls more than six months after the date of issue of theLoan Notes (the "First Payment Date"). On the First Payment Date, interest will be paid in respect of the period from(and including) the date of issue of the relevant Loan Notes to (but excluding)the First Payment Date. The Loan Notes will be redeemable in whole or in partfor cash at par at the option of noteholders on the first 30 June or 31 Decemberdate which falls more than six months after the date of issue of the Loan Notesand subsequently on each interest payment date. Unless AstraZeneca decides otherwise, no Loan Notes will be issued byAstraZeneca unless, on or before the date on which the Offer becomes or isdeclared unconditional in all respects, the aggregate nominal value of all LoanNotes to be issued as a result of valid elections for the Loan Note Alternativeexceeds £2,000,000. If such aggregate is less than £2,000,000, any such electionshall, unless AstraZeneca decides otherwise, be void and, provided theacceptance of the Offer is otherwise valid, the relevant CAT Shareholders willbe deemed to have accepted the Offer for cash. AstraZeneca will have the rightto redeem all of the Loan Notes if the aggregate nominal value of outstandingLoan Notes falls below £2,000,000 or if fewer than 25 per cent. of the LoanNotes issued in connection with the Offer remain outstanding at any time duringtheir term. If not previously redeemed, the final redemption date will be 30June 2011. Any Loan Notes outstanding on the final redemption date will beredeemed at par (together with any accrued interest) on that date. The LoanNotes will not generally be transferable, and no application will be made forthem to be listed on, or dealt on, any stock exchange or other trading facility. The Loan Notes and the Loan Note Instrument constituting them will be governedby and construed in accordance with English law and will be unsecuredobligations of AstraZeneca. Further details of the Loan Notes and the Loan Note Alternative will becontained in the formal Offer Document. Information relating to AstraZeneca and AstraZeneca PLC AstraZeneca is engaged in the research, development, manufacture and marketingof prescription pharmaceuticals, focusing on gastrointestinal, cardiovascular,neuroscience, respiratory, oncology and infection products. AstraZeneca is awholly-owned subsidiary of AstraZeneca PLC and the principal UK trading entityin the AstraZeneca PLC group. For the fiscal year ended 31 December 2004 and prepared in accordance with UKAccounting Standards, AstraZeneca had turnover of approximately £3.3 billion,profit before tax of approximately £0.7 billion and net assets of approximately£5.2 billion. AstraZeneca PLC is a major international healthcare business and is one of theworld's leading pharmaceutical companies with a market capitalisation of £45.1billion. For the fiscal year ended 31 December 2005 and prepared in accordancewith International Financial Reporting Standards (IFRS), AstraZeneca PLC hadrevenues of approximately $23.95 billion and profit before tax of approximately$6.67 billion. AstraZeneca PLC is listed in the Dow Jones Sustainability Index(Global) as well as the FTSE4Good Index. Information relating to CAT CAT is a biopharmaceutical company, aiming to bring improvements to seriouslyill patients' lives through its leading position in the discovery anddevelopment of human therapeutic antibodies. CAT has excellent proprietarytechnology for rapidly isolating human monoclonal antibodies using Phage Displayand Ribosome Display systems. CAT has extensive phage antibody libraries,currently incorporating more than 100 billion distinct antibodies. Theselibraries form the basis for CAT's strategy to develop a portfolio ofantibody-based drugs. CAT seeks to develop products independently and in collaboration with partners.CAT also seeks to licence its technologies to enable others to develop newmedicines. HUMIRA(R), licensed to Abbott, is the first CAT-derived human monoclonalantibody to be approved for marketing. It was isolated and optimised incollaboration with Abbott and has been approved for marketing as a treatment forrheumatoid arthritis in 57 countries, and for psoriatic arthritis and early RAin some European countries. HUMIRA(R) generated $1.4 billion in Abbott reported2005 revenue. CAT has three human therapeutic product candidates in clinical development:CAT-354 for severe asthma, GC-1008 for idiopathic pulmonary fibrosis incollaboration with Genzyme and CAT-3888 for a number of B-cell malignancies. There are six CAT-derived human monoclonal antibodies licensed to partners atvarious stages of clinical development: ABT-874 (Abbott), LymphoStat-BTM,HGS-ETR1, HGS-ETR2, ABthraxTM (all Human Genome Sciences) and MYO-029 (Wyeth). CAT is based near Cambridge, UK, with a new site in Palo Alto, USA and currentlyemploys around 300 people. CAT Shares are listed on the Official List andtraded on the London Stock Exchange (GB0001662252) and on NASDAQ (US1321481079). For the year ended 30 September 2005, in accordance with UK GAAP, CAT reportedan operating loss of £9.3 million (2004: operating loss of £42.2 million). Background to and reasons for the Offer In late 2004, AstraZeneca and CAT entered into a Collaboration and LicenceAgreement jointly to discover and develop human monoclonal antibodies andAstraZeneca acquired a shareholding in CAT that currently representsapproximately 19.2 per cent. of the issued share capital. Building on the success of the collaboration, and recognising the increasingimportance of biotechnology in medical research, AstraZeneca is now making thisOffer with the aim that CAT will become central to AstraZeneca's plans toestablish a major international presence in the research and development ofbiological therapeutics. AstraZeneca's science base already possesses discoveryand development capabilities for new biological medicines which will be combinedwith those of CAT and expanded through further investment. This enhancedresearch capability, combined with AstraZeneca's global development, marketingand sales resources, establishes an international platform capable of deliveringnew medicines in AstraZeneca's prioritised disease areas, embracing bothmonoclonal antibodies and novel biological entities, at a more rapid pace thancould be achieved through the existing alliance. CAT has a number of licensingagreements in place and AstraZeneca intends to honour all existing licensingagreements following the Offer. CAT's capabilities, when combined with AstraZeneca's global development andmarketing expertise, will deliver an expanded pipeline of novel biologicaltherapeutics to address unmet medical needs of patients in AstraZeneca'stargeted disease areas. AstraZeneca's ability to bring additional resources andcapabilities to CAT will allow it to develop CAT's technology platform beyondits current capability and across a number of therapeutic areas includingRespiratory & Inflammation, Oncology & Infection, Neuroscience, Cardiovascularand Gastro-intestinal. CAT also provides AstraZeneca with several othersubstantial assets beyond its current scientific capabilities. These include aroyalty stream on the sales of HUMIRA(R), potential milestones and royalties onCAT's other licensed products and access to CAT's proprietary pipeline(including CAT-3888 in Phase II and CAT-354 in Phase I), which will beintegrated into AstraZeneca's development portfolio. In addition, CAT had abalance of net cash and liquid resources of approximately £152 million as at 31December 2005. AstraZeneca now intends to create a major R&D capability to deliver biologicaltherapeutics, and the integration of CAT is central to these plans. The neworganisation will be led from CAT's Cambridge headquarters and will be distinctfrom but complementary to AstraZeneca's small molecule capability. Management and employees of CAT Part of the rationale for the Offer is the value that AstraZeneca places on theskills, expertise and experience of existing management and employees of CAT. Inrecognition of this, AstraZeneca will procure that the employees of CAT at thetime the Offer closes will, provided they remain in CAT's employment on thefirst anniversary of closing and have not resigned or been dismissed by reasonof serious misconduct before that date, receive a special retention payment.AstraZeneca has given the board of CAT assurances that, following the closing ofthe Offer, the existing employment rights, including pension rights, of allmanagement and employees of CAT will be fully safeguarded. AstraZeneca's plansfor CAT do not involve any material change in the conditions of employment ofCAT employees. AstraZeneca has no plans to change the location of CAT's placesof business. It has been agreed in principle that Peter Chambre, the ChiefExecutive Officer of CAT, will leave CAT following the Offer becomingunconditional in all respects and having participated in planning for thesuccessful combination of CAT and AstraZeneca. CAT Share Schemes The Offer will extend to any CAT Shares unconditionally allotted or issuedpursuant to the CAT Share Schemes while the Offer remains open for acceptance(or such earlier date as AstraZeneca may, subject to the rules of the Code,decide). Appropriate proposals will be made to participants in CAT ShareSchemes in due course. Financing AstraZeneca will fund the Offer entirely out of current cash balances. GoldmanSachs International, financial adviser to AstraZeneca, is satisfied thatsufficient resources are available to satisfy in full the cash considerationpayable to CAT Shareholders under the terms of the Offer. Exclusivity and co-operation CAT has entered into an exclusivity agreement in customary terms withAstraZeneca for the duration of the Offer. In addition, the parties have enteredinto a co-operation agreement in connection with the implementation of theOffer. Break fees CAT has agreed to pay a sum to AstraZeneca of £5,000,000 if either (i) thedirectors of CAT change the terms of or withdraw their recommendation of theOffer or (ii) before the Offer lapses or is withdrawn without becoming or beingdeclared wholly unconditional any person (other than AstraZeneca or a personacting in concert (as defined in the City Code) with AstraZeneca) announces anintention to make a competing offer however effected, to acquire the entireissued share capital of CAT (other than CAT Shares owned by such third party orpersons acting in concert with it) and, at any time, the competing offer becomesor is declared wholly unconditional. AstraZeneca has agreed to pay a sum to CATof £2,500,000 if AstraZeneca invokes the OFT Condition or if the Offer lapses byreason of the referral of the Offer by the OFT to the Competition Commission,unless the failure to satisfy the OFT Condition, or the referral to theCompetition Commission, as appropriate, arises from the failure of CAT to useits reasonable endeavours to assist in the satisfaction of the OFT Condition(including the provision of necessary information or assistance to the OFT). Disclosure of interests in CAT Shares On 21 November 2004, AstraZeneca entered into an agreement (the "SubscriptionAgreement") with CAT pursuant to which AstraZeneca agreed to subscribe for atotal of 10,217,983 ordinary shares of 10p each (the "Subscription Shares") inCAT. The Subscription Agreement and the corresponding subscription for theSubscription Shares were completed on 17 December 2004. The Subscription Sharescurrently represent approximately 19.2 per cent. of CAT's issued share capital. Under the terms of the Subscription Agreement AstraZeneca agreed, for a periodof 36 months from 21 November 2004, not to acquire or own any interests inshares (as defined in section 208 of the Companies Act) in CAT in addition tothe Subscription Shares if, as a result of such acquisition, the percentage ofCAT's issued ordinary share capital held by AstraZeneca and its Affiliates (assuch term is defined in the Subscription Agreement) would exceed 19.907 percent. of CAT's issued ordinary share capital. AstraZeneca also agreed, for aperiod of 36 months from 21 November 2004, not to make an offer to acquire anyshares in the capital of CAT under the Code unless such offer was recommended bya majority of the CAT Directors. CAT released AstraZeneca from these obligationson 14 May 2006 to facilitate the making of the proposed Offer. Save as set out above and save for 261,064 CAT Shares held as at 10 May 2006 byaffiliates of Goldman Sachs International (who are acting in concert (within themeaning of the City Code) with AstraZeneca), as at 14 May 2006, the lastpracticable date prior to this announcement, neither AstraZeneca nor, so far asAstraZeneca is aware, any person acting in concert with AstraZeneca had aninterest in or right to subscribe for relevant securities of CAT or had anyshort position in relation to the relevant securities of CAT (whetherconditional or absolute and whether in the money or otherwise), including anyshort position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery ofany relevant securities of CAT. Delisting, cancellation of trading, compulsory acquisition and re-registration If the Offer becomes or is declared unconditional in all respects, andsufficient acceptances under the Offer are received, AstraZeneca intends toprocure that CAT make applications to cancel the listing of CAT Shares from theUKLA's Official List and to cancel admission to trading in CAT Shares on theLondon Stock Exchange's market for listed securities. AstraZeneca also intendsto procure that CAT applies for delisting of the CAT ADSs from NASDAQ. Suchde-listings would significantly reduce the liquidity and marketability of anyCAT Shares or CAT ADSs not assented to the Offer at that time. AstraZeneca mayalso request that CAT terminate the existing deposit agreement through which theADS programme is operated. In addition, if the number of holders of CAT Securities in the United Statesfalls below 300 (calculated in accordance with Rule 12g3-2(a) under the ExchangeAct), AstraZeneca intends to procure that CAT file a Form 15 with the SEC torequest that its reporting obligations under the Exchange Act are terminated orsuspended. If AstraZeneca receives acceptances under the Offer in respect of, or otherwiseacquires, 90 per cent. or more of CAT Shares to which the Offer relates,AstraZeneca intends to exercise its rights pursuant to the provisions ofsections 428 to 430F (inclusive) of the Act, or Schedule 2 of the InterimRegulations, as applicable, to acquire compulsorily the remaining CAT Shares inrespect of which the Offer has not been accepted on the same terms as the Offer. It is anticipated that cancellation of listing on the Official List and ofadmission to trading on the London Stock Exchange will take effect no earlierthan 20 business days after either (i) the date on which AstraZeneca has, byvirtue of its shareholdings and acceptances of the Offer, acquired or agreed toacquire issued share capital carrying 75 per cent. of the voting rights of CATor (ii) the first date of issue of compulsory acquisition notices under section429 of the Act, or Schedule 2 of the Interim Regulations, as applicable.AstraZeneca will notify CAT Shareholders when the required 75 per cent. has beenattained and confirm that the notice period has commenced and the anticipateddate of cancellation. It is also intended that, following the Offer becoming or being declaredunconditional, CAT will be re-registered as a private company under the relevantprovisions of the Act. Enquiries:AstraZenecaMedia 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 5084Mina Blair (London) +44 (0) 20 7304 5087Ed Seage (US) +1 302 886 4065Jorgen Winroth (US) +1 212 579 0506 Goldman Sachs International +44 (0) 20 7774 1000Guy SlimmonMark Sorrell CAT +44 (0) 1223 471 471Peter ChambreJohn AstonRowena Gardner Morgan Stanley (Financial Adviser to CAT) +44 (0) 20 7425 5000Laura HowardHenry StewartBrian Magnus Morgan Stanley (Joint Corporate Broker to CAT) +44 (0) 20 7425 5000 Peter Moorhouse JPMorgan Cazenove (Joint Corporate Broker to CAT) +44 (0) 20 7588 2828 Tony Brampton Hogarth Partnership (UK and Europe) (PR Adviser to +44 (0) 20 7357 9477CAT)Chris MatthewsMelanie Toyne-SewellAndrew Jaques BMC Communications (US media) (PR Adviser to CAT) +1 212 477 9007 (ext. 17)Brad Miles Trout Group (US Investors) (PR Adviser to CAT) +1 212 477 9007 (ext. 15)Brandon Lewis AstraZeneca PLC will be holding an analyst presentation by webcast andteleconference as follows: Presentation The presentation will be available 15 minutes prior to the start of the analyststeleconference/webcast. Audio webcast The webcast will start at 10:30BST. You will be able to register for the webcast15 minutes prior to the stat of the webcast. Teleconference details 10:30BST, 11:30CEST, 05:30EDT There will be an interactive Q&A sessionUK freephone 0800 559 3272US freephone 1 866 239 0753International +44 (0)20 7138 0814Emergency back up +353 (0) 1 665 0186Journalists are invited to listen only on +44 (0)20 7138 0813 Teleconference replay details A replay facility will be available from 12:00BST on Monday 15 May UK freephone 0800 559 3271 4770729#US freephone 1 866 239 0765 4770729#International +44 (0)20 7806 1970 4770729# General The Offer Document, which will include a letter of recommendation from theChairman of CAT, Form of Acceptance and Letter of Transmittal (as applicable)will be despatched to CAT Shareholders by AstraZeneca as soon as practicable. The Offer will be on the terms and subject to the conditions set out herein andin Appendix 1 and to be set out in the Offer Document. 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 will be made solely by means of an Offer Document and theAcceptance Forms accompanying the Offer Document, which will contain the fullterms and conditions of the Offer, including details of how the Offer may beaccepted. In the United States, AstraZeneca will file a Tender Offer Statementcontaining the Offer Document and other related documentation with the SEC onSchedule TO and CAT will file a Solicitation/Recommendation Statement with theSEC on Schedule 14D-9 on or about the date the Offer Document is mailed to CATShareholders. Free copies of the Schedule TO, the Schedule 14D-9 and the otherrelated documents to be filed by AstraZeneca or CAT in connection with thisOffer will be available from the date the Offer Document is mailed to CATShareholders on the SEC's website at http://www.sec.gov. The Offer Document andAcceptance Forms accompanying the Offer Document will be made available to allCAT Shareholders at no charge to them. CAT Shareholders are advised to read theOffer Document and the accompanying Acceptance Forms when they are sent to thembecause they will contain important information. CAT Shareholders in the UnitedStates are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information. It should be noted that by virtue of the conflicting provisions of the City Codeand the Exchange Act, the Panel has agreed that the Acceptance Condition can bestructured so that the Offer cannot become or be declared unconditional as toacceptances until such time as all other conditions of the Offer have beensatisfied, fulfilled or, to the extent permitted, waived. The AcceptanceCondition in paragraph 1 of Appendix 1 has been amended accordingly. The bases and sources of certain financial information contained in thisannouncement are set out in Appendix 2 to this announcement. Certain terms usedin this announcement are defined in Appendix 4 to this announcement. CAT confirms that its current issued share capital (including those representedby CAT ADSs) comprises 53,195,485 ordinary shares of 10 pence each. TheInternational Securities Identification Numbers for CAT Shares are GB0001662252and US1321481079. Each CAT ADS represents one CAT Share. The Committee onUniform Securities Identification Procedures (CUSIP) number for CAT ADSs is132148107. 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 offered to clients of Goldman SachsInternational or for providing advice in relation to the Offer or any othermatters referred to in this announcement. Morgan Stanley is acting exclusively for CAT and no one else in connection withthe Offer and will not be responsible to anyone other than CAT for providing theprotections afforded to clients of Morgan Stanley or for providing advice inrelation to the Offer or any other matters referred to in this announcement. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for CAT inconnection with the Offer and no one else and will not be responsible to anyoneother than CAT for providing the protections afforded to clients of JPMorganCazenove Limited, 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 will be contained in the Offer Document. Unless otherwise determined by AstraZeneca or required by the City Code, andpermitted by applicable law and regulation, the Offer, including the Loan NoteAlternative, will not be made, directly or indirectly, in, into or from, andwill not be capable of acceptance in or from Canada or Japan or any jurisdictionwhere to do so would constitute a breach of securities laws in thatjurisdiction. Accordingly, copies of this announcement are not being, and mustnot be, mailed or otherwise forwarded, distributed or sent in, into or fromCanada or Japan or any jurisdiction where to do so would constitute a breach ofsecurities laws in that jurisdiction. Persons receiving this announcement(including custodians, nominees and trustees) should observe these restrictionsand should not send or distribute this announcement in, into or from any suchjurisdictions. The Loan Notes to be issued in connection with the Offer have not been, nor willthey be, registered under the Securities Act or under the securities laws of anystate or other jurisdiction of the United States (or under the securities lawsof any other jurisdiction, the residents of which AstraZeneca is advised totreat as Restricted Overseas Persons); the relevant clearances have not been,and will not be, obtained from the securities commission of any province,territory or jurisdiction of Canada; and no prospectus has been lodged with, orregistered by, the Australian Securities and Investments Commission or theJapanese Ministry of Finance. Accordingly, unless an exemption under such act orsecurities laws or unless otherwise determined by AstraZeneca, and permitted byapplicable law and regulation, the Loan Notes may not be offered, sold, resold,delivered or transferred, directly or indirectly, in or into the United States,Canada, Australia or Japan or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of, or require registration thereofin, such jurisdiction or to, or for the account or benefit of, a person locatedin the United States, Canada, Australia or Japan. This document includes convenience translations of the consideration to be paidby AstraZeneca from pounds sterling or pence into US dollars. All such amountshave been translated at the exchange rate of £1.00 : $1.8911, the daily noonbuying rate for pounds sterling in New York certified by the New York FederalReserve Bank for customs purposes on 12 May 2006, the last business day prior tothe Announcement. Any US dollar amounts actually paid to holders of CAT ADSswill be determined by the tender agent after it converts the pounds sterlingproceeds it receives from AstraZeneca into US dollars at the exchange rateobtainable on the spot market in London (net of fees, expenses and withholdingtaxes, if any) on the date such proceeds are received by the tender agent fromAstraZeneca. CAT Shareholders in the United States shall receive all paymentsin pounds sterling. To the extent permitted by the City Code, the rules of the UK Listing Authorityand the rules of the London Stock Exchange and the Exchange Act, AstraZeneca andits nominees or brokers (acting as agents) may make certain purchases of, orarrangements to purchase, CAT Shares outside the United States during the periodin which the Offer remains open for acceptance. Any such purchases will bepublicly disclosed in accordance with applicable law in the United Kingdom andthe United States. Forward Looking Statements This announcement includes certain "forward-looking statements". Thesestatements are based on the current expectations of the management of CAT andAstraZeneca and are naturally subject to uncertainty and changes incircumstances. The forward-looking statements contained herein includestatements about the expected effects on AstraZeneca of the Offer, the expectedtiming and scope of the Offer, and all other statements in this announcementother than historical facts. Forward-looking statements include, withoutlimitation, statements typically containing words such as "intends", "expects","anticipates", "targets", "estimates" and words of similar import. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-lookingstatements. These factors include, but are not limited to, the satisfaction ofthe conditions to the Offer, and AstraZeneca's ability successfully to integratethe operations and employees of CAT, as well as additional factors, such aschanges in economic conditions, changes in the level of capital investment,success of business and operating initiatives and restructuring objectives,costs associated with research and development, changes in the prospects forproducts in the research and development pipeline of AstraZeneca or CAT,customers' strategies and stability, changes in the regulatory environment,fluctuations in interest and exchange rates, the outcome of litigation,government actions and natural phenomena such as floods, earthquakes andhurricanes. Other unknown or unpredictable factors could cause actual results todiffer materially from those in the forward-looking statements. Neither CAT norAstraZeneca undertake any obligation to update publicly or reviseforward-looking statements, whether as a result of new information, futureevents or otherwise, except to the extent legally required. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of CAT, all "dealings" in any "relevant securities" of CAT(including by means of an option in respect of, or a derivative referenced to,any such "relevant securities") must be publicly disclosed by no later than 3.30p.m. (London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the Offerbecomes, or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of CAT, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of CAT by AstraZeneca or CAT, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time)(7.00am New York City time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to the application of Rule 8to you, please contact an independent financial adviser authorised under theFinancial Services and Markets Act 2000, consult the Panel's website atwww.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 207382 9026; fax +44 (0) 20 7638 1554. APPENDIX 1CONDITIONS AND FURTHER TERMS OF THE OFFER The Offer, which will be made by AstraZeneca, will comply with the City Code andthe Exchange Act and will be governed by English law and subject to thejurisdiction of the English courts. In addition, the Offer will be subject tothe terms and conditions to be set out in the Offer Document. The Offer will besubject to the following conditions: 1 valid acceptances of the Offer being received (and not, wherepermitted, withdrawn) by no later than 10.00pm London time, 5.00pm New York Citytime on the twentieth US business day following the posting of the OfferDocument (or such later time(s) and/or date(s) as AstraZeneca may, subject tothe rules of the Code and in accordance with the Exchange Act, decide) inrespect of not less than 90 per cent. (or such lesser percentage as AstraZenecamay decide) of the CAT Shares (including CAT Shares represented by CAT ADSs) towhich the Offer relates, provided that this condition will not be satisfiedunless AstraZeneca and/or any member of the AstraZeneca Group shall haveacquired or agreed to acquire (whether pursuant to the Offer or otherwise) CATShares (including CAT Shares represented by CAT ADSs) carrying in aggregate morethan 50 per cent. of the voting rights normally exercisable at a general meetingof CAT. For the purposes of this condition: 1.1 CAT Shares (including CAT Shares represented by CAT ADSs) whichhave been unconditionally allotted but not issued shall be deemed to carry thevoting rights which they will carry upon issue; 1.2 the expression "CAT Shares (including CAT Shares represented byCAT ADSs) to which the Offer relates" shall be construed in accordance withSections 428 to 430F of the Act; and 1.3 valid acceptances shall be deemed to have been received inrespect of CAT Shares (including CAT Shares represented by CAT ADSs) which aretreated for the purposes of section 429(8) of the Act as having been acquired orcontracted to be acquired by AstraZeneca by virtue of acceptances of the Offer; provided that unless AstraZeneca otherwise determines, this condition 1 shall becapable of being satisfied only at a time when all of the other conditions 2 to10 inclusive have either been satisfied, fulfilled or, to the extent permitted,waived; 2 subject to condition 3 below: 2.1 the UK Office of Fair Trading ("OFT") indicating in termsreasonably satisfactory to AstraZeneca that it does not believe that theproposed acquisition of CAT by AstraZeneca (the "Transaction") creates arelevant merger situation within the meaning of section 23 of the Enterprise Act2002 ("EA"); or 2.2 the OFT indicating in terms reasonably satisfactory toAstraZeneca that it has decided not to refer the Transaction or any part of itto the Competition Commission ("CC"); or 2.3 the period for considering any merger notice given to the OFTunder section 96 of the EA by AstraZeneca having expired without any suchreference being made, provided that section 100(1)(a), (d) and (f) of the EA donot apply in relation to such merger notice; 3 if a request to the European Commission is made by the competentauthorities of one or more Member States under Article 22 of Council Regulation(EC) 139/2004 (the "Regulation") in relation to the Transaction or any part ofit and is accepted by the European Commission: 3.1 the European Commission issuing a decision pursuant to Article 6(1)(b) of the Regulation in terms reasonably satisfactory to AstraZenecadeclaring that the Transaction or, if applicable, the relevant part of theTransaction, is compatible with the common market; and 3.2 to the extent the OFT retains jurisdiction over any part of theTransaction, one of the conditions set out in conditions 2.1 to 2.3 above beingsatisfied in relation to each such part of the Transaction; 4 to the extent that the Offer constitutes a concentration or isotherwise subject to merger control filing, notification or approval in anyjurisdiction not mentioned in conditions 2 or 3 above or the approval of thecompetent agency in that jurisdiction is required before AstraZeneca can acquireshares pursuant to the Offer, the receipt of evidence, in a form and substancesatisfactory to AstraZeneca, that in relation to the Offer and the acquisitionof any shares in, or control of, CAT by AstraZeneca or any member of the WiderAstraZeneca Group, all applicable filings and notifications have been made, allapplicable waiting and/or other relevant time periods have expired, lapsed orbeen terminated and any required approvals have been obtained, unconditionallyor, if subject to conditions, on terms satisfactory to AstraZeneca; 5 no central bank, government or governmental, quasi governmental,supranational, statutory, regulatory or investigative body, trade agency, court,professional association, or any other such body or person in any jurisdiction(each a "Third Party") having given notice of a decision to take, institute orthreaten any action, proceeding, suit, investigation, enquiry or reference, orhaving required any action to be taken, or otherwise having done anything, orhaving enacted, made or proposed any statute, regulation, decision or orderwhich would: 5.1 make the Offer, its implementation or the acquisition orproposed acquisition of any CAT Shares (including CAT Shares represented by CATADSs) by AstraZeneca void, unenforceable or illegal, or restrict, prohibit ordelay to a material extent or otherwise materially interfere with theimplementation of, or impose material additional conditions or obligations withrespect to, or otherwise materially challenge or require material amendment of,the Offer or the acquisition of any CAT Shares by AstraZeneca; 5.2 result in a material delay in the ability of AstraZeneca, orrender it unable, to acquire some or all of the CAT Shares or require adivestiture by AstraZeneca or any member of the Wider AstraZeneca Group of anyshares in CAT; 5.3 require, prevent or delay the divestiture, or alter the termsenvisaged for any proposed divestiture, by AstraZeneca or any member of theWider AstraZeneca Group or by any member of the Wider CAT Group, in any suchcase of all or any part of their respective businesses, assets or properties, orimpose any limitation on their ability to conduct their respective businesses(or any of them) or to own their respective assets or properties or any part ofthem, to an extent in any such case which is material in the context of theOffer; 5.4 impose any material limitation on, or result in a material delayin, the ability of AstraZeneca or any member of the Wider AstraZeneca Group toacquire or to hold or to exercise effectively, directly or indirectly, allrights of ownership of shares, loans or other securities (or the equivalent) in,or to exercise management control over, CAT or the ability of any member of theWider CAT Group or AstraZeneca to hold or exercise effectively any rights ofownership of shares, loans or other securities in, or to exercise managementcontrol over, any member of the Wider CAT Group; 5.5 save pursuant to the Offer or Part XIIIA of the Act, require anymember of the Wider AstraZeneca Group or of the Wider CAT Group to acquire, oroffer to acquire, any shares or other securities (or the equivalent) in, or anyasset owned by, any member of the Wider CAT Group owned by any third party; 5.6 result in any member of the Wider CAT Group ceasing to be ableto carry on business under any name which it presently does so, the consequencesof which would be material in the context of the Wider CAT Group taken as awhole; 5.7 otherwise adversely affect the business, assets, liabilities orprofits of any member of the Wider AstraZeneca Group or of the Wider CAT Group,to an extent in any such case which is material in the context of the WiderAstraZeneca Group or the Wider CAT Group, as the case may be, taken as a whole, and all applicable waiting and other time periods during which any such ThirdParty could take, institute or threaten any such action, proceeding, suit,investigation, enquiry or reference or otherwise so intervene having expired,lapsed or been terminated; 6 all necessary material notifications and filings having beenmade in connection with the Offer and all statutory and regulatory obligationsin connection with the Offer in any jurisdiction having been complied with andall material authorisations, orders, recognitions, grants, consents, clearances,confirmations, certificates, licences, permissions and approvals("Authorisations") deemed reasonably necessary or appropriate by AstraZeneca inany jurisdiction for, or in respect of, the Offer and the acquisition or theproposed acquisition of the CAT Shares by AstraZeneca or any member of theAstraZeneca Group having been obtained in terms reasonably satisfactory toAstraZeneca from all appropriate Third Parties or from any persons or bodieswith whom any member of the Wider AstraZeneca Group or the Wider CAT Group hasentered into contractual arrangements, all or any applicable waiting and othertime periods having expired, lapsed or been terminated (as appropriate) and allsuch Authorisations (together with all material Authorisations deemed reasonablynecessary or appropriate to carry on the business of any member of the Wider CATGroup) remaining in full force and effect at the time at which the Offer becomesotherwise unconditional and there being no notice of any intention to revoke,suspend, restrict, amend or not to renew any such Authorisations; 7 save as disclosed in writing to any member of the AstraZenecaGroup or its advisers by or on behalf of CAT prior to the date of thisannouncement or save as publicly announced by CAT prior to the date of thisannouncement, there being no provision of any arrangement, agreement, lease,licence, permit or other instrument to which any member of the Wider CAT Groupis a party or by or to which any such member or any of its assets is or may bebound or be subject, which as a consequence of the Offer or the acquisition orthe proposed acquisition by AstraZeneca or any member of the Wider AstraZenecaGroup of any shares or other securities (or the equivalent) in CAT or because ofa change in the control or management of any member of the Wider CAT Group orotherwise, would result, in any case to an extent which is material in thecontext of the Wider CAT Group taken as a whole, in: 7.1 any monies borrowed by, or any other indebtedness, actual orcontingent, of, any member of the Wider CAT Group being or becoming repayable,or being capable of being declared repayable immediately or prior to their orits stated maturity, or the ability of any such member to borrow monies or incurany indebtedness being withdrawn or inhibited; 7.2 the creation or enforcement of any mortgage, charge or othersecurity interest, over the whole or any part of the business, property orassets of any member of the Wider CAT Group or any such mortgage, charge orother security interest (whenever arising or having arisen) becomingenforceable; 7.3 any such arrangement, agreement, lease, licence, permit or otherinstrument being terminated or adversely modified or affected or any onerousobligation or liability arising or any adverse action being taken thereunder; 7.4 any assets or interests of any member of the Wider CAT Groupbeing or falling to be disposed of or charged or any right arising under whichany such asset or interest could be required to be disposed of or charged; 7.5 any such member of the Wider CAT Group ceasing to be able tocarry on business under any name under which it presently does so; 7.6 the value or financial or trading position or profits of CAT orany member of the Wider CAT Group being prejudiced or adversely affected; or 7.7 the creation of any liability (actual or contingent) by anymember of the Wider CAT Group; 8 save as disclosed in the Annual Report, publicly announcedthrough a Regulatory Information Service prior to the date of this announcementor disclosed in writing to any member of the AstraZeneca Group or its advisersby or on behalf of CAT prior to the date of this announcement, no member of theWider CAT Group having since 30 September 2005: 8.1 issued or agreed to issue or authorised or proposed or announcedits intention to authorise or propose the issue of additional shares of anyclass, or securities convertible into, or exchangeable for, or rights, warrantsor options to subscribe for or acquire, any such shares or convertiblesecurities (save as between CAT and wholly owned subsidiaries of CAT and savefor the issue of CAT Shares pursuant to or in connection with rights grantedunder, or the grant of rights under, the CAT Share Schemes); 8.2 recommended, declared, paid or made or proposed to recommend,declare, pay or make any bonus issue, dividend or other distribution whetherpayable in cash or otherwise other than dividends (or other distributionswhether payable in cash or otherwise) lawfully paid or made by any wholly-ownedsubsidiary of CAT to CAT or any of its wholly owned subsidiaries; 8.3 other than pursuant to the Offer (and save for transactionsbetween CAT and its wholly-owned subsidiaries or other than in the ordinarycourse of business) implemented, effected, authorised, proposed or announced itsintention to implement, effect, authorise or propose any merger, demerger,reconstruction, amalgamation, scheme, commitment or acquisition or disposal ofassets or shares (or the equivalent thereof) in any undertaking or undertakingsthat is material in the context of the CAT Group taken as a whole or any changein its share or loan capital; 8.4 (save for transactions between CAT and its wholly-ownedsubsidiaries or other than in the ordinary course of business) disposed of, ortransferred, mortgaged or created any security interest over any asset or anyright, title or interest in any asset that is material in the context of the CATGroup taken as a whole or authorised, proposed or announced any intention to doso; 8.5 (save for transactions between CAT and its wholly-ownedsubsidiaries) issued, authorised or proposed or announced an intention toauthorise or propose, the issue of any debentures or (save for transactionsbetween CAT and its wholly-owned subsidiaries or transactions under existingcredit arrangements or in the ordinary course of business) incurred anyindebtedness or contingent liability which is material in the context of the CATGroup as a whole; 8.6 entered into or varied or authorised, proposed or announced itsintention to enter into or vary any contract, arrangement, agreement,transaction or commitment (whether in respect of capital expenditure orotherwise) which is of a long term, unusual or onerous nature or magnitude orwhich involves or is reasonably likely to involve an obligation of such a natureor magnitude which is, in any such case, or which is or is likely to berestrictive on the business of any member of the Wider CAT Group, which is, inany such case, material in the context of the Wider CAT Group; 8.7 entered into or varied to a material extent or authorised,proposed or announced its intention to enter into or vary to a material extentthe terms of, or make any offer (which remains open for acceptance) to enterinto or vary to a material extent the terms of, any service agreement with anydirector or, save for salary increases, bonuses or variations of terms in theordinary course, senior executive of CAT; 8.8 purchased, redeemed or repaid or announced a proposal topurchase, redeem or repay any of its own shares or other securities (or theequivalent) or reduced or made any other change to or proposed the reduction orother change to any part of its share capital, save for any shares allotted inconnection with the CAT Share Schemes or as between CAT and wholly ownedsubsidiaries of CAT; 8.9 waived, compromised or settled any claim which is material inthe context of the CAT Group as a whole otherwise than in the ordinary course ofbusiness; 8.10 terminated or varied the terms of any agreement or arrangementbetween any member of the CAT Group and any other person in a manner which wouldor might reasonably be expected to have a material adverse effect on thefinancial position of the CAT Group taken as a whole; 8.11 (save as disclosed on publicly available registers) made anyalteration to its memorandum or articles of association; 8.12 made or agreed or consented to any significant change to the termsof the trust deeds constituting the pension schemes established for itsdirectors and/or employees and/or their dependants or to the benefits whichaccrue, or to the pensions which are payable, thereunder, or to the basis onwhich qualification for or accrual or entitlement to such benefits or pensionsare calculated or determined or to the basis upon which the liabilities(including pensions) of such pension schemes are funded or made, or agreed orconsented to any change to the trustees involving the appointment of a trustcorporation; 8.13 been unable, or admitted in writing that it is unable, to pay itsdebts or having stopped or suspended (or threatened to stop or suspend) paymentof its debts generally or ceased or threatened to cease carrying on all or asubstantial part of any business which is material in the context of the CATGroup as a whole; 8.14 (other than in respect of a member which is dormant and was solventat the relevant time) taken or proposed any corporate action or had any actionor proceedings or other steps instituted against it for its winding-up(voluntary or otherwise), dissolution or reorganisation or for the appointmentof a receiver, administrator, administrative receiver, trustee or similarofficer of all or any material part of its assets or revenues or any analogousproceedings in any jurisdiction or appointed any analogous person in anyjurisdiction; or 8.15 entered into any agreement, arrangement or commitment or passed anyresolution or made any proposal or announcement with respect to, or to effect,any of the transactions, matters or events referred to in this condition 8; 9 since 30 September 2005, save as disclosed in the Annual Report,or save as disclosed in writing to any member of the AstraZeneca Group or itsadvisers by or on behalf of CAT or except as publicly announced by CAT (by thedelivery of an announcement to a Regulatory Information Service), in each caseprior to the date of this announcement, there having been: 9.1 no adverse change in the business, assets, financial or tradingposition or profits of any member of the Wider CAT Group which is material inthe context of the Wider CAT Group taken as a whole; 9.2 no litigation, arbitration proceedings, prosecution or otherlegal proceedings having been announced or instituted by or against or remainingoutstanding against or in respect of any member of the Wider CAT Group and noenquiry or investigation by or complaint or reference to any Third Party againstor in respect of any member of the Wider CAT Group having been threatened,announced or instituted or remaining outstanding, against or in respect of anymember of the Wider CAT Group and which in any such case might reasonably beexpected to have a material adverse effect on the Wider CAT Group taken as awhole; and 9.3 no contingent or other liability having arisen or becomeapparent to any member of the Wider AstraZeneca Group which might reasonably beexpected to adversely affect any member of the Wider CAT Group and which in anysuch case is material in the context of the Wider CAT Group taken as a whole;and 10 save as publicly announced by the delivery of an announcement to aRegulatory Information Service prior to the date of this announcement or asotherwise disclosed in the Annual Report or in writing to any member of theAstraZeneca Group or its advisers by or on behalf of CAT prior to the date ofthis announcement, AstraZeneca not having discovered: 10.1 that the financial, business or other information concerning theWider CAT Group publicly announced or disclosed at any time by or on behalf ofany member of the Wider CAT Group is misleading, contains a misrepresentation offact or omits to state a fact necessary to make the information containedtherein not misleading and which is, in any case, material in the context of theWider CAT Group; 10.2 that any member of the Wider CAT Group is, otherwise than in theordinary course of business, subject to any liability, contingent or otherwise,which is material in the context of the Wider CAT Group taken as a whole; 10.3 that any past or present member of the Wider CAT Group has failedto comply in any material respect with any applicable legislation or regulationsof any jurisdiction or any notice or requirement of any Third Party with regardto the storage, disposal, discharge, spillage, release, leak or emission of anywaste or hazardous or harmful substance or any substance likely to impair theenvironment or harm human or animal health or otherwise relating toenvironmental matters or that there has been any such storage, presence,disposal, discharge, spillage, release, leak or emission (whether or not thesame constituted non-compliance by any person with any such legislation orregulation, and whenever the same may have taken place), any of whichnon-compliance would be likely to give rise to any material liability (whetheractual or contingent) or cost on the part of any member of the Wider CAT Groupand which is material. in any such case, in the context of the Wider CAT Grouptaken as a whole; or 10.4 there is, or is reasonably likely to be, any material obligation orliability (whether actual or contingent) to make good, repair, reinstate orclean up any property now or previously owned, occupied, operated or made use ofor controlled by any past or present member of the Wider CAT Group under anyenvironmental legislation, regulation, notice, circular or order of any ThirdParty in any jurisdiction, in each case to an extent which is material in thecontext of the Wider CAT Group taken as a whole. For the purposes of this Appendix: "Wider AstraZeneca Group" means AstraZeneca PLC and its subsidiary undertakings,associated undertakings and any other undertakings in which AstraZeneca PLC andsuch undertakings (aggregating their interests) have a substantial interest; and "Wider CAT Group" means CAT and its subsidiary undertakings, associatedundertakings and any other undertakings in which CAT and such undertakings(aggregating their interests) have a substantial interest. For these purposes, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Act,but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act, and"substantial interest" means a direct or indirect interest in 20 per cent. ormore of the equity capital of an undertaking. AstraZeneca reserves the right to waive, in whole or in part, all or any of theabove conditions 2 to 10 (inclusive). If AstraZeneca is required by the Panel to make an offer for CAT Shares underthe provisions of Rule 9 of the Code, AstraZeneca may make such alterations toany of the above conditions, including condition 1 above, and terms of the Offeras are necessary to comply with the provisions of that Rule. The Offer will lapse unless all the above conditions have been fulfilled or,where permitted, waived or, where appropriate, have been determined byAstraZeneca to be or remain satisfied, by 10.00pm (London time), 5.00pm (NewYork City time) on the twentieth US business day following the posting of theOffer Document (or in each case such later date as AstraZeneca may determine, inaccordance with the City Code and the Exchange Act). AstraZeneca shall be underno obligation to waive (if capable of waiver), to determine to be or remainsatisfied or to treat as fulfilled any of conditions 2 to 10 (inclusive) by adate earlier than the latest date for the fulfilment of that conditionnotwithstanding that the other conditions of the Offer may at such earlier datehave been waived or fulfilled and that there are at such earlier date nocircumstances indicating that any of such conditions may not be capable offulfilment. The Offer will lapse (unless otherwise agreed with the Panel) if, before thelater of the first closing date of the Offer and the date when the Offer becomesor is declared unconditional as to acceptances: (i) the OFT has referred the Offer to the Competition Commission;or (ii) the European Commission has initiated proceedings under Article6(1)(c) of the Regulation. If the Offer lapses, the Offer will cease to be capable of further acceptanceand accepting CAT Shareholders and AstraZeneca shall cease to be bound by Formsof Acceptance submitted at or before the time when the Offer so lapses. APPENDIX 2SOURCES OF INFORMATION AND BASES OF CALCULATION (i) The value placed by the Offer on the existing issued sharecapital of CAT is based on 53,195,485 CAT Shares in issue on 12 May 2006, beingthe last dealing day prior to the date of this announcement. (ii) The closing mid-market share prices on 12 May 2006 are takenfrom the Official List and the closing mid-market ADS quotation on 12 May 2006is taken from Bloomberg. (iii) The average closing price per CAT Share during the twelve monthsup to and including 12 May 2006 is derived from the Official List, and theaverage closing price per Eliot ADS during the twelve months up to and including12 May 2006 is taken from Bloomberg. (iv) Unless otherwise stated, the financial information relating toCAT is extracted from the audited consolidated financial statements of CAT forthe financial year to 30 September 2005, prepared in accordance with UK GAAP. (v) The financial information relating to AstraZeneca PLC isextracted from the audited consolidated financial statements of AstraZeneca PLCfor the year ended 31 December 2005, prepared in accordance with IFRS. (vi) The financial information relating to AstraZeneca is extractedfrom the audited consolidated financial statements of AstraZeneca for the yearended 31 December 2004, prepared in accordance with UK GAAP. (vii) Unless otherwise noted herein, an exchange rate of £1 : $1.8911,the daily noon buying rate for pounds sterling in New York certified by the NewYork Federal Reserve Bank for customs purposes on 12 May 2006, the last businessday prior to this announcement, have been used throughout this announcement. APPENDIX 3DETAILS OF IRREVOCABLE UNDERTAKINGS The following holders of CAT Shares have given irrevocable undertakings toaccept the Offer:Name Number of CAT Shares % of issued share capitalPaul Nicholson 11,962 0.0225Peter Chambre 9,529 0.0179Diane Millet 13,528 0.0254John Aston 63,599 0.1196John Brown 278 0.0005Christopher Marshall 1,166 0.0022Peter Ringrose 4,101 0.0077Ake Stavling 3,281 0.0062John Stocker 83,125 0.1563TOTAL 190,569 0.3582 APPENDIX 4DEFINITIONS The following definitions apply throughout this announcement unless the contextrequires otherwise."Acceptance Condition" the condition as set out in paragraph 1 of Appendix 1 to this announcement"Acceptance Forms" the Form of Acceptance and, in relation to holders of CAT ADSs only, the Letter of Transmittal and the Notice of Guaranteed Delivery, relating to the Offer"Act" the Companies Act 1985, as amended"Annual Report" the annual report and accounts of CAT for the year ended 30 September 2005"AstraZeneca" AstraZeneca UK Limited or, as the context requires, AstraZeneca PLC"AstraZeneca Group" AstraZeneca PLC, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which AstraZeneca and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or equivalent"Australia" the commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and all political sub-divisions thereof"Authorisations" has the meaning given to it in paragraph 7 of Appendix 1 of this announcement"Canada" Canada, its provinces and territories and all areas subject to its jurisdiction and all political sub-divisions thereof"CAT" or the "Company" Cambridge Antibody Technology Group plc"CAT ADRs" American Depositary Receipts issued by CAT under the deposit agreement representing the right to CAT ADSs"CAT ADSs" American Depositary Shares, each representing one CAT Share, evidenced by CAT ADRs"CAT Group" CAT, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which CAT and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent"CAT Shareholders" or "Shareholders" the holders of CAT Shares and/or CAT ADSs, as the case may be"CAT Share Schemes" the CAT Executive Incentive Plan, the CAT Company Share Option Plan and the CAT Inland Revenue Approved Employee Share Ownership Plan"CAT Shares" the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of CAT (including those represented by CAT ADSs) and any further such ordinary shares which are unconditionally allotted or issued while the Offer remains open for acceptance or before such earlier date as AstraZeneca (subject to the City Code) may determine, not, unless the Panel so permits, being earlier than the date on which the Offer is declared unconditional as to acceptances or, if later, the first closing date of the Offer"City Code" or "Code" the City Code on Takeovers and Mergers"Exchange Act" the United States Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder"Form of Acceptance" the form of acceptance and authority to be issued in connection with the Offer and which will accompany the Offer Document"FSA" the Financial Services Authority"Goldman Sachs International" Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB"IFRS" International Financial Reporting Standards"Interim Regulations" the Takeovers Directive (Interim Implementation) Regulations 2006"Japan" Japan, its cities and prefectures, territories and possessions"Letter of Transmittal" in relation to CAT ADSs, the letter of transmittal relating to the Offer which is being sent with the Offer Document for use by holders of CAT ADSs wishing to accept the Offer"LIBOR" the British Bankers Association Interest Settlement Rate (rounded down, if necessary, to four decimal places) which is quoted as of 11.00 a.m. on the first Business Day of the relevant interest period on the appropriate page of Reuters screen (or such other page or service as may replace it for the purpose of displaying London inter-bank sterling offered rates of leading reference banks) as being the interest rates offered in the London inter-bank market of six month sterling deposits"Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name"Loan Note Alternative" the alternative by which CAT Shareholders (other than CAT Shareholders in any Restricted Jurisdiction) who validly accept the Offer may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise have been entitled under the Offer"Loan Note Instrument" the instrument constituting the Loan Note"Loan Notes" the floating rate unsecured Loan Notes due 2011 of AstraZeneca to be issued pursuant to the Loan Note Alternative"London Stock Exchange" London Stock Exchange plc"Morgan Stanley" Morgan Stanley & Co. Limited in its capacity as financial adviser to CAT and / or, as the context requires, Morgan Stanley & Co. International Limited in its capacity as joint corporate broker to CAT, each of 25 Cabot Square, Canary Wharf, London E14 4QA"Notice of Guaranteed Delivery" the notice of guaranteed delivery relating to the Offer for use by holders of CAT ADSs, which will accompany the Offer Document"Offer" the recommended cash offer being made by AstraZeneca to acquire the whole of the issued and to be issued share capital of CAT not otherwise held by AstraZeneca on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance, including, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder"Offer Document" the document to be despatched on behalf of AstraZeneca containing the terms and conditions of the Offer and, where appropriate, any other document(s) containing terms and conditions of the Offer constituting the full terms and conditions of the Offer"Official List" The Official List of the UK Listing Authority"OFT Condition" the condition as set out in paragraph 2 of Appendix 1 to this announcement"Panel" The Panel on Takeovers and Mergers"Regulation" has the meaning given to it in paragraph 3 of Appendix 1 of this announcement"Regulatory Information Service" any of the services set out in Appendix 3 to the Listing Rules"Restricted Jurisdiction" any of the United States, Australia, Canada or Japan or any jurisdiction where extension or acceptance of the Loan Note Alternative would violate the law of that jurisdiction"Restricted Overseas Persons" a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom AstraZeneca reasonably believes to be in, or resident in, the United States, Canada, Australia or Japan and persons in any other jurisdiction (other than persons in the UK) whom AstraZeneca is advised to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which AstraZeneca regards as unduly onerous"SEC" the United States Securities and Exchange Commission"Securities Act" the United States Securities Act of 1933 (as amended) and the rules and regulations promulgated thereunder"Third Party" has the meaning given to it in paragraph 6 of Appendix 1 of this announcement"UKLA" the UK Listing Authority, being the Financial Services Authority Limited acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services and Markets Act 2000"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland"United States" or "US" the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia"US dollar" or "US$" the lawful currency of the United States For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings giventhereto by the Act, but for this purpose ignoring paragraph 20(1)(b) of Schedule4A of the Act. References to "blockbuster product" mean a product having annual sales in excessof US$1 billion. All the times referred to in this announcement are London times unless otherwisestated. References to the singular include the plural and vice versa. £ and pence means Pounds and Pence Sterling, the lawful currency of the UnitedKingdom. This information is provided by RNS The company news service from the London Stock Exchange
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