AstraZeneca Offer for CAT

23 May 2006 07:01

AstraZeneca PLC23 May 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE 23 May 2006 Recommended Cash Offer by AstraZeneca UK Limited for Cambridge Antibody Technology Group plc Posting of Offer Document Further to the announcement made on 15 May 2006, AstraZeneca UK Limited ("AstraZeneca") announces that the offer document (the "Offer Document")containing the full terms and conditions of the Offer being made by AstraZenecato acquire the entire issued and to be issued share capital of CambridgeAntibody Technology Group plc ("CAT") not otherwise held by AstraZeneca, isbeing posted to CAT Shareholders today, together with the Form of Acceptance. To accept the Offer in respect of certificated CAT Shares, the Form ofAcceptance should be completed, signed and returned in accordance with theinstructions set out in the Offer Document and on the Form of Acceptance, so asto be received as soon as possible, and in any event, by no later than 3.00 p.m.(London time), 10.00 a.m. (New York City time) on 21 June 2006. To accept the Offer in respect of uncertificated CAT Shares (that is, in CREST),you should not return the Form of Acceptance, but instead accept the Offerelectronically through CREST in accordance with the instructions set out in theOffer Document, so that the TTE instruction settles as soon as possible, and inany event, by no later than 3.00 p.m. (London time), 10.00 a.m. (New York Citytime) on 21 June 2006. If you are a CREST sponsored member, you should refer toyour CREST sponsor as only your CREST sponsor will be able to send the necessaryTTE instruction(s) to CRESTCo in relation to your CAT Shares. Copies of the Offer Document are available for inspection or collection (duringnormal business hours) from Lloyds TSB Registrars at the Causeway, Worthing,West Sussex, BN99 6DA (for CAT Shares), and the Bank of New York at The Bank ofNew York of Depositary Receipts, 101 Barclay Street - 22nd, New York orGeorgeson Shareholder Communications Ltd. at 17 State Street - 10th Floor, NewYork (in the case of CAT ADSs), and will shortly be available on AstraZeneca'swebsite, www.astrazeneca.com. Terms defined in the Offer Document have the same meanings in this announcement. Enquiries: AstraZenecaMedia Enquiries:Steve Brown (London) +44 (0)20 7304 5033Edel McCaffrey (London) +44 (0) 20 7304 5034Staffan Ternby (Sweden) +46 8 553 26107Analyst/Investor Enquiries:Jonathan Hunt (London) +44 (0) 20 7304 5087Ed Seage (US) +1 302 886 4065Jorgen Winroth (US) +1 212 579 0506Goldman Sachs International +44 (0) 20 7774 1000Guy SlimmonMark Sorrell This announcement is for informational purposes only and does not constitute anoffer to sell or an invitation to purchase any securities or the solicitation ofan offer to buy any securities, pursuant to the Offer or otherwise. Thisannouncement also does not constitute a Solicitation / Recommendation Statementunder the rules and regulations of the US Securities and Exchange Commission(the "SEC"). The Offer is being made solely by means of the Offer Document andthe Form of Acceptance accompanying the Offer Document, which contain the fullterms and conditions of the Offer, including details of how the Offer may beaccepted. In the United States, AstraZeneca is filing a Tender Offer Statementcontaining the Offer Document and other related documentation with the SEC onSchedule TO and CAT is filing a Solicitation/Recommendation Statement with theSEC on Schedule 14D-9 on or about today's date. Free copies of the Schedule TO,the Schedule 14D-9 and the other related documents to be filed by AstraZeneca orCAT in connection with this Offer are available on the SEC's website at http://www.sec.gov. The Offer Document and Acceptance Forms accompanying theOffer Document are being made available to all CAT Shareholders at no charge tothem. CAT Shareholders are advised to read the Offer Document and theaccompanying Acceptance Forms as they contain important information. CATShareholders in the United States are also advised to read the Tender OfferStatement and the Solicitation/Recommendation Statement as they containimportant 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. Goldman Sachs International, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for AstraZeneca and no one else inconnection with the Offer and will not be responsible to anyone other thanAstraZeneca for providing the protections afforded to clients of Goldman SachsInternational or for providing advice in relation to the Offer or any othermatters referred to in this announcement. The availability of the Offer to CAT Shareholders who are not resident in andcitizens of the United Kingdom or the United States may be affected by the lawsof the relevant jurisdictions in which they are located or of which they arecitizens. Such persons should inform themselves of, and observe, any applicablelegal or regulatory requirements of their jurisdictions. Further details inrelation to overseas shareholders are contained in the Offer Document. Unless otherwise determined by AstraZeneca and permitted by applicable law andregulation, subject to certain exemptions, the Offer will not be capable ofacceptance from or within a Restricted Jurisdiction. Accordingly, copies of thisannouncement must not be, directly or indirectly, mailed or otherwise forwarded,distributed or sent in, into or from a Restricted Jurisdiction and personsreceiving this announcement (including custodians, nominees and trustees) shouldobserve these restrictions and must not mail or otherwise distribute thisannouncement in, into or from any such jurisdictions. The Loan Notes which may be issued pursuant to the Loan Note Alternative havenot been, and will not be, listed on any stock exchange and have not been, andwill not be, registered under the Securities Act or under any relevant laws ofany state or other jurisdiction of the United States, nor have clearances been,nor will they be, obtained from the securities commission or similar authorityof any province or territory of Canada and no prospectus has been, or will be,filed, or registration made, under any securities law of any province orterritory of Canada, nor has a prospectus in relation to the Loan Notes been,nor will one be, lodged with, or registered by, the Australian Securities andInvestments Commission, nor have any steps been taken, nor will any steps betaken, to enable the Loan Notes to be offered in compliance with applicablesecurities laws of Japan. Accordingly, unless an exemption under relevantsecurities laws is available, the Loan Notes may not be offered, sold, re-soldor delivered, directly or indirectly, in, into or from the United States or anyother Loan Note Restricted Jurisdiction in which an offer of Loan Notes wouldconstitute a violation of relevant laws or require registration of the LoanNotes, or to or for the account or benefit of any US person or resident of anyother Loan Note Restricted Jurisdiction. This information is provided by RNS The company news service from the London Stock Exchange