Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
 
(Amendment No. 1)
 
MEDIMMUNE, INC.
(Name of Subject Company)
 
ASTRAZENECA BIOPHARMACEUTICALS INC.
ASTRAZENECA PLC
(Names of Filing Persons – Offeror)
 
Common Stock, Par Value $0.01 Per Share
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
 
584699102
(Cusip Number of Class of Securities)
 
Graeme Musker
AstraZeneca PLC
15 Stanhope Gate
London, W1K 1LN, England
Telephone: +44 20 7304 5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
 
Copies to:
Paul R. Kingsley
Thomas J. Reid
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
 
 
 
o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:
x  third-party tender offer subject to Rule 14d-1.
o   issuer tender offer subject to Rule 13e-4.
o   amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer.  o
 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed on May 3, 2007 by AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales (“AstraZeneca”), and AstraZeneca Biopharmaceuticals Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of AstraZeneca, relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (including the associated preferred stock purchase rights, the “Shares”), of MedImmune, Inc., a Delaware corporation (“MedImmune”), at $58.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 3, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
 
All capitalized terms used in this Amendment No. 1 without definition have the meanings ascribed to them in the Schedule TO.
 
The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“On May 10, 2007, AstraZeneca received clearance from the German Federal Cartel Office under the German Act against Restraints of Competition. Accordingly, the condition to the Offer that the acquisition be approved by the relevant governmental authorities of Germany has been satisfied.”


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SIGNATURES
 
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Date: May 10, 2007
 
 
ASTRAZENECA BIOPHARMACEUTICALS INC.
  
       
 
By:
/s/ Chris R. W. Petty   
    Name: Chris R. W. Petty   
    Title: Assistant Secretary and Vice President  
       
 
 
  ASTRAZENECA PLC  
       
 
By:
/s/ Shaun F. Grady   
    Name: Shaun F. Grady   
    Title: Authorised Signatory  
       
 
 
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