1st Jun 2007 07:02
AstraZeneca PLC01 June 2007 (NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULDCONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION) 1st June 2007 Successful AstraZeneca Tender Offer for MedImmune Shares 96.0% of MedImmune's Shares Tendered and Subsequent Offering Period Announced AstraZeneca PLC ("AstraZeneca") today announced the success of the tender offerby its indirect wholly owned subsidiary, AstraZeneca Biopharmaceuticals Inc. ("Purchaser"), for all of the outstanding shares of common stock of MedImmune,Inc. ("MedImmune"). The initial offering period expired, as scheduled, at 12:00midnight, New York City time, on Thursday, May 31, 2007. Prior to theexpiration of the initial offering period, AstraZeneca and Purchaser waived thecondition to the offer relating to the receipt of approval or an exemption underthe antitrust and competition laws of the Slovak Republic and, as a result, allconditions to the offer were satisfied or waived on or prior to the expirationof the initial offering period. As of the expiration of the initial offering period, a total of approximately229,271,957 shares of MedImmune common stock were validly tendered and notwithdrawn (including approximately 27,750,668 shares delivered through noticesof guaranteed delivery), representing approximately 96.0% of the outstandingshares of MedImmune common stock. Purchaser has accepted for purchase all sharesthat were validly tendered during the initial offering period. Purchaser willdeposit the purchase price to pay for all such shares with The Bank of New York,the depositary for the offer, who is expected in turn to transmit such funds tothe tendering stockholders on or about June 6, 2007. AstraZeneca also announced that Purchaser will provide a subsequent offeringperiod for all remaining shares of MedImmune common stock to permit stockholderswho have not yet tendered their shares the opportunity to do so. Thissubsequent offering period will expire at 12:00 midnight, New York City time, onTuesday, June 5, 2007. During the subsequent offering period, the same $58.00per share cash consideration offered during the initial offering period will bepaid. Procedures for tendering shares during the subsequent offering period arethe same as during the initial offering period with two exceptions: (1) theguaranteed delivery procedures may not be used during the subsequent offeringperiod and (2) no shares tendered during the subsequent offering period may bewithdrawn. After the expiration of the subsequent offering period, AstraZeneca intends tocomplete the acquisition of MedImmune through a short-form merger without a voteor meeting of MedImmune's stockholders, after which MedImmune will immediatelybecome an indirect wholly owned subsidiary of AstraZeneca. In order to complywith certain advance notice provisions in the indentures governing MedImmune's1.375% Convertible Senior Notes Due 2011 and 1.625% Convertible Senior Notes Due2013, the merger is expected to occur on or about June 18, 2007. In the merger,each of the remaining shares of MedImmune common stock (other than any shares inrespect of which appraisal rights are validly exercised under Delaware law andany shares owned by MedImmune, AstraZeneca or any of their subsidiaries) will beconverted into the right to receive the same $58.00 in cash per share, withoutinterest, that was paid in the tender offer. Following the merger, MedImmune'scommon stock will cease to be traded on the NASDAQ Global Select Market. Additional Information This press release is for informational purposes only and does not constitute anoffer to purchase or a solicitation of an offer to sell MedImmune common stock.The tender offer is being made pursuant to a tender offer statement on ScheduleTO (including the offer to purchase, letter of transmittal and other relatedtender offer materials, which were mailed to MedImmune's stockholders) filed bya subsidiary of AstraZeneca with the Securities and Exchange Commission ("SEC")on May 3, 2007. In addition, on May 3, 2007, MedImmune filed with the SEC asolicitation/recommendation statement on Schedule 14D-9 with respect to thetender offer, which was mailed to MedImmune's stockholders. The tender offerstatement (and related materials), as it may be amended from time to time, andthe solicitation/recommendation statement, as it may be amended from time totime, contain important information, including the various terms of, andconditions to, the tender offer, that should be read carefully before anydecision is made with respect to the tender offer. These materials may beobtained free of charge by contacting the information agent for the tenderoffer, Georgeson, Inc., at +1 877 653 2948 (toll-free). In addition, all ofthese materials (and all other materials filed by MedImmune and AstraZeneca withthe SEC) are available for free at the website maintained by the SEC atwww.sec.gov. AstraZeneca Media Enquiries: Steve Brown / Edel McCaffrey (London) (020) 7304 5033/5034 Staffan Ternby (Sweden) (8) 553 26107 Emily Denney (Wilmington) (302) 885 3451 Analyst/Investor Enquiries: Jonathan Hunt / Mina Blair / Karl Hard (London) (020) 7304 5087/5084/5322 Staffan Ternby (Sweden) (8) 553 26107 Ed Seage / Jorgen Winroth (US) (302) 886 4065/(212) 579 0506 Merrill Lynch (Financial Adviser to AstraZeneca) +44 (0) 20 7628 1000 Richard Girling Deutsche Bank (Joint Corporate Broker to AstraZeneca) +44 (0) 20 7545 8000 Charlie Foreman Goldman Sachs (Joint Corporate Broker to AstraZeneca) +44 (0) 20 7774 1000 Phil Raper MedImmune Media Enquiries: Jamie Lacey 301-398-4035 Analyst/Investor Enquiries: Pete Vozzo 301-398-4358 Not for release, publication or distribution, in whole or in part, in, into orfrom Australia, Canada or Japan This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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