FORM 6-K
Report of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For June 2006
Commission File Number: 001-11960
AstraZeneca PLC
15 Stanhope Gate, London W1K 1LN, England
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes | No X |
If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-_____________
AstraZeneca
PLC
INDEX TO EXHIBITS
| 1. | Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 1 June 2006. |
| 2. | Press release entitled, “Recommended Cash Offer by AstraZeneca UK Limited for Cambridge Antibody Technology Group plc”, dated 7 June 2006. |
| 3. | Press release entitled, “AstraZeneca Development Pipeline”, dated 8 June 2006. |
| 4. | Press release entitled, “AstraZeneca Outlines Strategy to Further Strengthen Its Product Pipeline While Delivering Continued Sales and Earnings Growth”, dated 8 June 2006. |
| 5. | Press release entitled, “Repurchase of Shares in AstraZeneca PLC“, dated 12 June 2006. |
| 6. | Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 13 June 2006. |
| 7. | Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 15 June 2006. |
| 8. | Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 21 June 2006. |
| 9. | Press release entitled, “Recommended Cash Offer by AstraZeneca UK Limited for Cambridge Antibody Technology Group plc. Offer Declared Unconditional and Initial Offer Period Extended”, dated 22 June 2006. |
| 10. | Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 26 June 2006. |
| 11. | Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 28 June 2006. |
| 12. | Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 30 June 2006. |
| 13. | Press release entitled, “Recommended Cash Offer by AstraZeneca UK Limited for Cambridge Antibody Technology Group plc. Initial Offer Period Closed. Subsequent Offer Period Commenced”, dated 30 June 2006. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AstraZeneca PLC | ||||
| Date: | 7 July 2006 | By: | /s/ A C N Kemp | |
| Name: | A C N Kemp | |||
| Title: | Assistant Secretary | |||
REPURCHASE OF SHARES IN ASTRAZENECA PLC
AstraZeneca PLC announced that on 31 May 2006, it purchased for cancellation 700,000 ordinary shares of AstraZeneca PLC at a price of 2787 pence per share. Upon the cancellation of these shares, the number of shares in issue will be 1,569,013,782.
G H R MuskerNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
7 June 2006
Recommended Cash Offer
by AstraZeneca UK Limited
for
Cambridge Antibody Technology Group plc
The Board of AstraZeneca announces that AstraZeneca has fulfilled or waived all of the conditions relating to competition authority consents detailed in paragraphs 2.1, 2.2, 2.3, 3.1, 3.2 and 4 of the terms and conditions of its offer for CAT contained in Appendix I, Part A of the Offer Document. On 31 May 2006, the Office of Fair Trading announced that it had decided that a relevant merger situation, under the provisions of the Enterprise Act 2002, would not be created by the acquisition of CAT by AstraZeneca. By a decision of 6 June 2006, the German Federal Cartel Office cleared the proposed acquisition with regard to German merger control laws.
Holders of CAT Securities are reminded that the first closing date of the Offer is 21 June 2006, and acceptances of the Offer must accordingly be received by 3.00pm (London time), 10.00am (New York City time) on 21 June 2006.
Terms defined in the Offer Document dated 23 May 2006 have the same meanings in this announcement.
| Enquiries: | ||
| AstraZeneca | ||
| Media Enquiries: | ||
| Steve Brown (London) | + | 44 (0)20 7304 5033 |
| Edel McCaffrey (London) | + | 44 (0) 20 7304 5034 |
| Staffan Ternby (Sweden) | + | 46 8 553 26107 |
| Analyst/Investor Enquiries: | ||
| Jonathan Hunt (London) | + | 44 (0) 20 7304 5087 |
| Ed Seage (US) | + | 1 302 886 4065 |
| Jörgen Winroth (US) | + | 1 212 579 0506 |
| Goldman Sachs International | + | 44 (0) 20 7774 1000 |
| Guy Slimmon | ||
| Mark Sorrell |
This announcement is for informational purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. This announcement also does not constitute a Solicitation / Recommendation Statement under 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 and the Form of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. In the United States, AstraZeneca has filed a Tender Offer Statement containing the Offer Document and other related documentation with the SEC on Schedule TO and CAT has filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9. Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents filed by AstraZeneca or CAT in connection with this Offer are available on the SEC’s website at http://www.sec.gov. The Offer Document and Acceptance Forms accompanying the Offer Document have been made available to all CAT Shareholders at no charge to them. CAT Shareholders are advised to read the Offer Document and the accompanying Acceptance Forms as they contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement as they contain important information.
It should be noted that by virtue of the conflicting provisions of the City Code and the Exchange Act, the Panel has agreed that the Acceptance Condition can be structured so that the Offer cannot become or be declared unconditional as to acceptances until such time as all other conditions of the Offer have been satisfied, fulfilled or, to the extent permitted, waived.
Goldman Sachs International, which is authorised and regulated by the Financial Services Authority, is acting exclusively for AstraZeneca and no one else in connection with the Offer and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Offer or any other matters referred to in this announcement.
The availability of the Offer to CAT Shareholders who are not resident in and citizens of the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Offer Document.
The Loan Notes which may be issued pursuant to the Loan Note Alternative have not been, and will not be, listed on any stock exchange and have not been, and will not be, registered under the Securities Act or under any relevant laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of 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 or territory 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 and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the Loan Notes may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from the United States or any other Loan Note Restricted Jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration of the Loan Notes, or to or for the account or benefit of any US person or resident of any other Loan Note Restricted Jurisdiction.
Unless otherwise determined by AstraZeneca and permitted by applicable law and regulation, subject to certain exemptions, the Offer will not be capable of acceptance from or within a
Restricted Jurisdiction. Accordingly, copies of this announcement must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise distribute this announcement in, into or from any such jurisdictions.
Item 3
AstraZeneca Development Pipeline
8 June 2006
Line Extensions
| Compound | Mechanism | Area
under investigation |
Phase | Estimated Filing | |
| MAA | NDA | ||||
| CV | |||||
| Atacand | angiotensin
II antagonist |
diabetic retinopathy | III | > 2008 | >2008 |
| Atacand Plus | angiotensin
II antagonist /thiazide diuretic |
32/12.5 mg, 32/25mg for hypertension | III | 2008 | |
| Crestor | statin | atherosclerosis | III | 1H 2007 | 1H 2007 |
| Crestor | statin | outcomes CHF | III | >2008 | >2008 |
| Crestor | statin | outcomes renal | III | 2008 | 2008 |
| Seloken/Toprol-XL | beta-blocker | HCTZ combination | III | Launched | Filed |
| GI | |||||
| Nexium | proton pump inhibitor | NSAID GI side effects – symptom resolution | III | Promotable* | Filed |
| Nexium | proton pump inhibitor | NSAID GI side effects – ulcer healing | III | Launched | Filed |
| Nexium | proton pump inhibitor | peptic ulcer bleeding | III | >2008 | >2008 |
| Nexium Sachet formulation | proton pump inhibitor | GERD | III | Q4 2006 | Filed |
| Nexium | proton pump inhibitor | extra-oesophageal reflux disease | II | >2008 | >2008 |
| Neuroscience | |||||
| Seroquel SR | D2/5HT2 antagonist | schizophrenia | III | 4Q 2006 |
3Q 2006 |
| Seroquel | D2/5HT2 antagonist | bipolar maintenance | III | 2H 2007 |
1H 2007 |
| Seroquel | D2/5HT2 antagonist | bipolar depression | III | 1H 2007 | Filed |
| Seroquel SR | D2/5HT2 antagonist disorder | generalised anxiety | III | 2008 | 2H 2007 |
| Seroquel SR | D2/5HT2 antagonist disorder | major depressive | III | 2008 | 2008 |
| Onc/infection | |||||
| Faslodex | oestrogen receptor antagonist |
2nd line after aromatase inhibitorfailure | III | 1 H2007 |
1H 2007 |
| Faslodex | oestrogen receptor antagonist | 1st line advanced breast cancer | III | >2008 | >2008 |
| Faslodex | oestrogen receptor antagonist | adjuvant | III | >2008 | >2008 |
| Iressa | EGFR-TK inhibitor | head & neck cancer | III | 2H 2007 |
1H 2007 |
| Iressa | EGFR-TK inhibitor | breast cancer | II | >2008 | >2008 |
* Authorities stated these symptoms were already captured within the GERD label. Text
stating "No clinical interaction with naproxen or
rofecoxib" was approved.
| Compound | Mechanism | Area
under investigation |
Phase | Estimated Filing | |
| MAA | NDA | ||||
| Respiratory | |||||
| Symbicort Turbuhaler | inhaled steroid/fast onset, long-acting ß2 agonist | Symbicort Maintenance and Reliever Therapy for asthma (SMART) |
III | Filed | |
| Symbicort pMDI | inhaled steroid/fast onset, long-acting ß2agonist | asthma | III | Filed* | Filed |
| Symbicort pMDI | inhaled steroid/fastonset, long-acting ß2 agonist | COPD | III | Filed* | 2008 |
* To be supplemented in 2008 with data supporting two additional strengths
NCE’s
Phase III
| Compound | Mechanism | Area
under investigation |
Phase | Estimated Filing | |
| MAA | NDA | ||||
| CV | |||||
| AGI-1067 | Anti-atherogenic | atherosclerosis | III | 1H 2007 | 1H 2007 |
| AZD6140 | ADP receptor antagonist | arterial thrombosis | III | >2008 | >2008 |
| Neuroscience | |||||
| NXY-059 | free radical trapping agent | stroke | III | 1H 2007 | 1H 2007 |
| Oncology/Inf | |||||
| Zactima | VEGF/EGF TKI inhibitor with RET kinase activity | NSCLC | III | >2008 | >2008 |
| AZD2171 | VEGF signalling inhibitor (VEGFR-TKI) | NSCLC and CRC | II/III | >2008 | >2008 |
NCE’s
Phases I and II
| Compound | Mechanism | Area under investigation | Phase | Estimated Filing | |
| MAA | NDA | ||||
| CV | |||||
| AZD7009 | antiarrhythmic IV | atrial fibrillation – conversion | II | 2008 | 2008 |
| AZD9684 | CPU inhibitor | thrombosis | II | >2008 | >2008 |
| AZD0837 | thrombin inhibitor | thrombosis | II | >2008 | >2008 |
| AZD2479 | Reverse Cholesterol Transport enhancer | dyslipidaemia | I | >2008 | >2008 |
| AZD6610 | PPAR alpha with “partial gamma” | combined dyslipidaemia | I | >2008 | >2008 |
| AZD8677 | dyslipidaemia/diabetes | I | >2008 | >2008 | |
| GI | |||||
| AZD9056 | Ion channel blocker (P2X7) | inflammatory bowel disease | II | >2008 | >2008 |
| AZD3355 | inhibitor of transient lower oesophageal sphincter relaxations (TLESR) | GERD | I | >2008 | >2008 |
| AZD9272 | Glutamate receptor modulator | GERD | I | >2008 | >2008 |
| Neuroscience | |||||
| AZD3480 | Neuronal nicotinic receptor agonist | cognitive disorders/alzheimers | II | >2008 | >2008 |
| AZD9272 | Glutamate receptor modulator | neuropathic pain/anxiety | I | >2008 | >2008 |
| AZD2327 | Enkephalinergic receptor modulator | anxiety & depression | I | >2008 | >2008 |
| AZD5904 | Enzyme inhibitor | multiple sclerosis | I | >2008 | >2008 |
| AZD1080 | Alzheimers | I | >2008 | >2008 | |
| Onc/Infection | |||||
| Zactima | VEGF/EGF TKI inhibitor with RET kinase activity | medullary thyroid cancer | II | >2008 | >2008 |
| CytoFab | anti-TNF-alpha polyclonal antibody | severe sepsis | II | >2008 | >2008 |
| ZD4054 | endothelin A receptor antagonist | prostate cancer | II | >2008 | >2008 |
| AZD5896 (Patrin) | AGT inhibitor | solid tumours | II | >2008 | >2008 |
| AZD0530 | SRC kinase inhibitor | solid tumours and haematological malignancies | I | >2008 | >2008 |
| AZD6244 (ARRY-142886) |
MEK inhibitor | solid tumours | II | >2008 | >2008 |
| AZD1152 | Aurora kinase inhibitor | solid tumours and haematological malignancies | I | >2008 | >2008 |
| AZD4769 | solid tumours | I | >2008 | >2008 | |
|
AZD2281 (KU59436) |
PARP inhibitor | breast cancer | I | >2008 | >2008 |
|
AZD1689 (AQ4N) |
Hypoxia activated cytotoxic |
solid tumours | I | >2008 | >2008 |
Phases I and II (continued)
| Compound | Mechanism | Area
under investigation |
Phase | Estimated Filing | |
| MAA | NDA | ||||
| Respiratory | |||||
| AZD9056 | ion channel blocker (P2X7) | rheumatoid arthritis | II | >2008 | >2008 |
| AZD9056 | ion channel blocker (P2X7) | COPD | II | >2008 | >2008 |
| AZD8955 | collagenase inhibitor | osteoarthritis | II | >2008 | >2008 |
| AZD8309 | chemokine receptor antagonist | rheumatoid arthritis | I | >2008 | >2008 |
| AZD8309 | chemokine receptor antagonist | COPD | I | >2008 | >2008 |
| AZD3342 | Protease inhibitor | COPD | I | >2008 | >2008 |
| AZD1981 | asthma | I | >2008 | >2008 | |
| AZD5672 | rheumatoid arthritis | I | >2008 | >2008 | |
| AZD5904 | COPD | I | >2008 | >2008 | |
NCE’s
Pre Clinical
| Compound | Mechanism | Area under investigation |
Phase | Estimated Filing | |
| MAA | NDA | ||||
| CV | |||||
| AZD8450 | dyslipidaemia | PC | >2008 | >2008 | |
| AZD6370 | diabetes | PC | >2008 | >2008 | |
| AZD8593 | haemostasis | PC | >2008 | >2008 | |
| AZD1175 | diabetes/obesity | PC | >2008 | >2008 | |
| AZD2207 | diabetes/obesity | PC | >2008 | >2008 | |
| AZD1305 | arrhythmias | PC | >2008 | >2008 | |
| AZD4121 | Cholesterol absorption inhibitor | dyslipidaemia | PC | >2008 | >2008 |
| GI | |||||
| AZD8081 | functional GI disease | PC | >2008 | >2008 | |
| AZD9335 | GERD | PC | >2008 | >2008 | |
| Neuroscience | |||||
| AZD3102 | Alzheimers | PC | >2008 | >2008 | |
| AZD6538 | neuropathic pain | PC | >2008 | >2008 | |
| AZD8797 | multiple sclerosis | PC | >2008 | >2008 | |
| AZD3783 | anxiety and depression | PC | >2008 | >2008 | |
| AZD1940 | nociceptive and neuropathic pain. | PC | >2008 | >2008 | |
| AZD9335 | neuropathic pain | PC | >2008 | >2008 | |
| AZD3241 | Parkinson’s disease | PC | >2008 | >2008 | |
| AZD7512 | depression & anxiety | PC | >2008 | >2008 | |
| AZD3043 (TD-4756, Theravance) | GABA-A receptor modulator | short acting anaesthetic | PC | >2008 | >2008 |
Pre Clinical (continued)
| Compound | Mechanism | Area
under investigation |
Phase | Estimated Filing | |
| MAA | NDA | ||||
| Onc/Infection | |||||
| AZD9935 | VEGF signalling inhibitor (VEGFR-TKI) | solid tumours | PC | >2008 | >2008 |
| AZD0424 | SRC kinase inhibitor | solid tumours | PC | >2008 | >2008 |
| AZD8931 | solid tumours | PC | >2008 | >2008 | |
| AZD4877 | solid tumours | PC | >2008 | >2008 | |
| AZD7762 | solid tumours | PC | >2008 | >2008 | |
| AZD5180 | Anti-angiogenic | solid tumours | PC | >2008 | >2008 |
| AZD1845 | solid tumours | PC | >2008 | >2008 | |
| AZD8330 | solid tumours | PC | >2008 | >2008 | |
| AZD3646 | solid tumours and haematological malignancies | PC | >2008 | >2008 | |
| Respiratory | |||||
| AZD6067 | protease inhibitor | COPD | PC | >2008 | >2008 |
| AZD6703 | rheumatoid arthritis | PC | >2008 | >2008 | |
| AZD6357 | osteoarthritis | PC | >2008 | >2008 | |
| AZD7928 | COPD | PC | >2008 | >2008 | |
| AZD2392 | asthma/rhinitis | PC | >2008 | >2008 | |
| AZD1744 | asthma/rhinitis | PC | >2008 | >2008 | |
| AZD3825 | asthma | PC | >2008 | >2008 | |
| AZD1236 | COPD | PC | >2008 | >2008 | |
| AZD4818 | COPD | PC | >2008 | >2008 | |
| AZD5069 | COPD | PC | >2008 | >2008 | |
| AZD9668 | COPD | PC | >2008 | >2008 | |
| AZD9215 | asthma | PC | >2008 | >2008 | |
| AZD1678 | asthma | PC | >2008 | >2008 | |
| AZD6605 | osteoarthritis | PC | >2008 | >2008 | |
AstraZeneca Development Pipeline
Discontinued Projects vs Annual Results 2 February 2006
| CVGI |
| NCE/Line Extension | Compound | Area under investigation |
| LE | Exanta | prevention of stroke in AF |
| NCE | AZD1092 | Diabetes |
| NCE | Galida | Diabetes/ Metabolic Syndrome |
| NCE | AZD9343 | GERD |
| NCE | AZD6538 | GERD |
| Respiratory and Inflammation |
| NCE/Line Extension | Compound | Area under investigation |
| NCE | AZD3778 | Indication rhinitis |
| NCE | AZD2914 | COPD |
Comments PC – Pre-clinical: Candidate
Drug accepted for development but not yet administered
to man. |
AstraZeneca Outlines Strategy to Further Strengthen Its Product
Pipeline While Delivering Continued Sales and Earnings Growth
AstraZeneca will provide an update on its strategy and development pipeline through to the end of the decade at a business review meeting to be held in London today.
David Brennan, Chief Executive Officer of AstraZeneca, will set the agenda for the Company's business review by outlining the measures being taken to further strengthen the new product pipeline and his expectations for sustaining the current business momentum.
Commenting on the Company's pipeline, Mr Brennan said, "There are three elements to our strategy to strengthen the pipeline: improve the productivity of our in-house Discovery and Development efforts; aggressively pursue promising products and technologies from external sources; and, beginning with our offer for Cambridge Antibody Technology, build a major international presence in the research and development of biological therapeutics to complement our small molecule capabilities.”
Commenting on AstraZeneca's ambitions to sustain its current business momentum, Brennan said, "We know what it will take to continue to deliver a strong performance over the next five years. While new products will play a role, many of the ingredients for continuing our momentum can be found in our current product range. Effective lifecycle management and commercial excellence in support of key growth products such as SymbicortTM, CrestorTM and SeroquelTM should continue to drive top line growth. This will give us the potential to grow sales in line with projected market growth and, in conjunction with continued cost discipline, the delivery of earnings growth ahead of sales is within our reach.”
Dr John Patterson, Executive Director of Development, will highlight progress with the R&D pipeline:
Jonathan Symonds, Chief Financial Officer, will review the business performance over the last two years and the potential for this to be sustained for the next five years. Over the last two years the strong performance has been based on five key growth products, excellent execution in the market and productivity improvements across the whole business. AstraZeneca believes these performance trends can continue. The Company has the potential to grow sales over the next five years in line with projected market growth while absorbing generic competition to a number of its products. This sales performance, when combined with further productivity gains, is expected to lead to further improvements in operating margin and to generation of substantial cash flow for reinvestment in the business and for return to shareholders. Investment will be targeted at accelerating internal innovation as well as improving the strength of the pipeline through a combination of acquisition, licensing and collaboration, leading to increased investment in research and development.
Progress in key therapy areas will be covered at the meeting:
Cardiovascular:Oncology:
Development Portfolio:
AstraZeneca’s development portfolio now contains 103 projects involving 79 NCEs:
A full updated summary of AstraZeneca’s R&D pipeline, including life cycle management projects being undertaken with marketed products, is appended to this press release. It is also available on the Company’s website: www.astrazeneca.com under information for investors.
-Ends-
Thursday 8th June 2006
Media Enquiries:
London:
Steve Brown +44 (0) 207 304 5033
Edel McCaffrey +44 (0) 207 304 5034
Wilmington:
Carla Burigatto +1 302 886 5953
Södertälje:
Staffan Ternby +46 (8) 553 26107
Analyst & Investor Enquiries:
Jonathan Hunt +44 (0) 207 304 5087
Mina Blair +44 (0) 207 304 5084
Ed Seage +1 302 886 4065
Jorgen Winroth +1 212 579 0506
Notes to Editors:
For copies of the presentations from today’s business review and an updated copy of AstraZeneca’s development pipeline please visit www.astrazeneca.com. Photos are available on www.newscast.co.uk. Broadcast footage of AstraZeneca products and activities is available on www.thenewsmarket.com/astrazeneca.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
In order to utilise the 'Safe
Harbor' provisions of the United States Private Securities Litigation Reform
Act of 1995, AstraZeneca is providing the following cautionary statement.
This Review contains forward-looking statements with respect to the financial
condition, results of operations and businesses of AstraZeneca. By their
nature, forward-looking statements and forecasts involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from that expressed or implied by these forward-looking statements. These factors include, among other things, the loss or expiration of patents, marketing exclusivity or trade marks; exchange rate fluctuations; the risk that R&D will not yield new products that achieve commercial success; the impact of competition; price controls and price reductions; taxation risks; the risk of substantial product liability claims; the impact of any failure by third parties to supply materials or services; the risk of delay to new product launches; the difficulties of obtaining and maintaining governmental approvals for products; and the risk of environmental liabilities.
TRADEMARKS
The following brand names used in this
release are trademarks of the AstraZeneca group of companies: Crestor, Seroquel,
Seroquel SR, Symbicort, Symbicort Maintenance and Reliever Therapy, Zactima
REPURCHASE OF SHARES IN ASTRAZENECA PLC
AstraZeneca PLC announced that on 9 June 2006, it purchased for cancellation 1,100,000 ordinary shares of AstraZeneca PLC at a price of 2893 pence per share. Upon the cancellation of these shares, the number of shares in issue will be 1,568,132,235.
G H R MuskerREPURCHASE OF SHARES IN ASTRAZENECA PLC
AstraZeneca PLC announced that on 12 June 2006, it purchased for cancellation 800,000 ordinary shares of AstraZeneca PLC at a price of 2920 pence per share. Upon the cancellation of these shares, the number of shares in issue will be 1,567,345,241.
G H R MuskerREPURCHASE OF SHARES IN ASTRAZENECA PLC
AstraZeneca PLC announced that on 14 June 2006, it purchased for cancellation 200,000 ordinary shares of AstraZeneca PLC at a price of 2959 pence per share. Upon the cancellation of these shares, the number of shares in issue will be 1,567,170,174.
G H R MuskerREPURCHASE OF SHARES IN ASTRAZENECA PLC
AstraZeneca PLC announced that on 20 June 2006, it purchased for cancellation 700,000 ordinary shares of AstraZeneca PLC at a price of 3112 pence per share. Upon the cancellation of these shares, the number of shares in issue will be 1,568,031,302.
G H R MuskerNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
22 June 2006
Recommended Cash Offer
by AstraZeneca UK Limited
for
Cambridge Antibody Technology Group plc
Offer Declared Unconditional and Initial Offer Period Extended
AstraZeneca announces that it has acquired, or received valid acceptances of the Offer in respect of, 37,261,730 CAT Shares in aggregate, representing approximately 86.7 per cent. of the CAT Shares to which the Offer relates.
As at 3.00pm (London time), 10.00am (New York City time) on 21 June 2006, being the first closing date of the recommended cash offer for the entire issued and to be issued share capital of CAT not otherwise held by AstraZeneca, valid acceptances of the Offer had been received in respect of 31,661,730 CAT Shares (including CAT Shares represented by 1,840,347 CAT ADSs), representing approximately 73.7 per cent. of the CAT Shares to which the Offer relates. None of these acceptances were received from persons acting in concert with AstraZeneca. Of these valid acceptances, valid elections for the Loan Note Alternative had been received in respect of a total of 516,924 CAT Shares. Including the 5,600,000 CAT Shares acquired by AstraZeneca on 23 May 2006, AstraZeneca has acquired, or received valid acceptances of the Offer in respect of, 37,261,730 CAT Shares (including CAT Shares represented by 1,840,347 CAT ADSs) in aggregate, representing approximately 86.7 per cent. of the CAT Shares to which the Offer relates.
For the purposes of this announcement, the number of CAT Shares (including those represented by CAT ADRs) to which the Offer relates is 42,988,803, being the 53,206,786 shares in issue as of the date of this announcement less the 10,217,983 shares held by AstraZeneca prior to the commencement of the Offer Period.
Including the 10,217,983 CAT Shares held by AstraZeneca prior to the commencement of the Offer Period, AstraZeneca has acquired, or received valid acceptances of the Offer in respect of,
47,479,713 CAT Shares (including CAT Shares represented by 1,840,347 CAT ADSs) in aggregate, representing 89.2 per cent. of the existing issued share capital of CAT.
In addition to CAT ADSs tendered prior to 3.00pm (London time), 10.00am (New York City time), on 21 June 2006, 263,740 ADSs are subject to notice of guarantee delivery period.
AstraZeneca hereby waives Condition 1 to the Offer (i.e., the 90 per cent. minimum acceptance condition). All of the conditions of the Offer have now been satisfied or waived and the Offer has been declared unconditional in all respects.
The Initial Offer Period is extended and remains open for acceptance, and withdrawal rights of persons that have tendered their securities into the Offer continue to exist, until the closing of the Initial Offer Period which is now expected to be 3.00pm (London time), 10.00am (New York City time) on 29 June 2006, unless further extended.
Prior to the announcement of the Offer, AstraZeneca had received irrevocable undertakings to accept the Offer in respect of 190,569 CAT Shares in aggregate*, representing approximately 0.36 per cent. of the existing issued share capital of CAT. Valid acceptances have been received in respect of all of these CAT Shares and such acceptances are included in the total referred to above.
As at the date of this announcement, affiliates of Goldman Sachs International and Deutsche Bank (who are acting in concert (within the meaning of the City Code) with AstraZeneca) held 78,084 CAT Shares in aggregate, representing 0.15 per cent. of the existing issued share capital of CAT.
To the extent they have not already done so, holders of CAT Shares and CAT ADSs who hold such securities in certificated form who have not yet accepted the Offer but wish to do so should complete and return their Form of Acceptance and Letter of Transmittal as soon as possible in accordance with the instructions set out in the Offer Document and in the Form of Acceptance and Letter of Transmittal. The CAT Shareholders and ADS holders who hold their CAT Shares in uncertificated or book-entry form and who have not yet accepted the Offer but wish to do so are reminded to take the necessary steps through CREST or their respective Agent Institution (as applicable) as soon as possible.
Settlement of the consideration to accepting CAT Shareholders and accepting holders of CAT ADSs (including holders of CAT ADSs that deliver a Notice of Guaranteed Delivery in a timely manner) or their designated agents will, except with the consent of the Panel, be effected as set out below:
| (a) | in the case of acceptances received complete in all respects by today and not subsequently withdrawn, within 14 calendar days; or |
| (b) | in the case of acceptances received complete in all respects after today but while the Offer remains open for acceptance, within 14 calendar days of such receipt. |
Holders of CAT Shares and ADSs who have already accepted the Offer, but whose willingness to accept the Offer may be affected by the termination of their withdrawal rights following the close of the Initial Offer Period (which will be on 29 June 2006, at the earliest) have the right, until the Initial Offer Period closes for acceptance, to withdraw their acceptances with respect to such securities.
Defined terms used in this announcement have the same meanings as in the Offer Document dated 23 May 2006.
*Beneficial title to the 9,529 CAT shares in respect of which Peter Chambré gave an irrevocable undertaking, and which were beneficially held by Peter Chambré’s wife, was transferred to Peter Chambré after 23 May 2006.
| Enquiries: | ||
| AstraZeneca | ||
| Media Enquiries: | ||
| Steve Brown (London) | + | 44 (0)20 7304 5033 |
| Edel McCaffrey (London) | + | 44 (0) 20 7304 5034 |
| Staffan Ternby (Sweden) | + | 46 8 553 26107 |
| Analyst/Investor Enquiries: | ||
| Jonathan Hunt (London) | + | 44 (0) 20 7304 5087 |
| Goldman Sachs International | + | 44 (0) 20 7774 1000 |
| Guy Slimmon | ||
| Mark Sorrell |
This announcement is for informational purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. This announcement also does not constitute a Solicitation / Recommendation Statement under 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 and the Form of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. In the United States, AstraZeneca has filed a Tender Offer Statement containing the Offer Document and other related documentation with the SEC on Schedule TO and CAT has filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9. Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents filed by AstraZeneca or CAT in connection with this Offer are available on the SEC’s website at http://www.sec.gov. The Offer Document and Acceptance Forms accompanying the Offer Document have been made available to all CAT Shareholders at no charge to them. CAT Shareholders are advised to read the Offer Document and the accompanying Acceptance Forms as they contain important information. CAT
Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement as they contain important information.
Goldman Sachs International, which is authorised and regulated by the Financial Services Authority, is acting exclusively for AstraZeneca and no one else in connection with the Offer and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Offer or any other matters referred to in this announcement.
The availability of the Offer to CAT Shareholders who are not resident in and citizens of the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Offer Document.
The Loan Notes which may be issued pursuant to the Loan Note Alternative have not been, and will not be, listed on any stock exchange and have not been, and will not be, registered under the Securities Act or under any relevant laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of 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 or territory 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 and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the Loan Notes may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from the United States or any other Loan Note Restricted Jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration of the Loan Notes, or to or for the account or benefit of any US person or resident of any other Loan Note Restricted Jurisdiction.
Unless otherwise determined by AstraZeneca and permitted by applicable law and regulation, subject to certain exemptions, the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise distribute this announcement in, into or from any such jurisdictions.
Item 10
REPURCHASE OF SHARES IN ASTRAZENECA PLC
AstraZeneca PLC announced that on 23 June 2006, it purchased for cancellation 600,000 ordinary shares of AstraZeneca PLC at a price of 3123 pence per share. Upon the cancellation of these shares, the number of shares in issue will be 1,567,815,216.
G H R MuskerItem 11
REPURCHASE OF SHARES IN ASTRAZENECA PLC
AstraZeneca PLC announced that on 27 June 2006, it purchased for cancellation 750,000 ordinary shares of AstraZeneca PLC at a price of 3108 pence per share. Upon the cancellation of these shares, the number of shares in issue will be 1,567,145,068.
G H R Musker
Item 12
REPURCHASE OF SHARES IN ASTRAZENECA PLC
AstraZeneca PLC announced that on 29 June 2006, it purchased for cancellation 200,000 ordinary shares of AstraZeneca PLC at a price of 3185 pence per share. Upon the cancellation of these shares, the number of shares in issue will be 1,567,097,950.
G H R MuskerNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
30 June 2006
Recommended Cash Offer
by AstraZeneca UK Limited
for
Cambridge Antibody Technology Group plc
Initial Offer Period Closed
Subsequent Offer Period Commenced Summary
As at 3.00pm (London time), 10.00am (New York City time) on 29 June 2006, valid acceptances of the Offer had been received in respect of 35,562,279 CAT Shares (including CAT Shares represented by 2,085,549 CAT ADSs), representing approximately 82.70 per cent. of the CAT Shares to which the Offer relates. None of these acceptances were received from persons acting in concert with AstraZeneca. Of these valid acceptances, valid elections for the Loan Note
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Alternative had been received in respect of a total of 512,743 CAT Shares. Including the 5,700,000 CAT Shares acquired by AstraZeneca since 23 May 2006, AstraZeneca has acquired, or received valid acceptances of the Offer in respect of, 41,262,279 CAT Shares (including CAT Shares represented by 2,085,549 CAT ADSs) in aggregate, representing approximately 95.95 per cent. of the CAT Shares to which the Offer relates.
For the purposes of this announcement, the number of CAT Shares (including those represented by CAT ADRs) to which the Offer relates is 43,002,698, being the 53,220,681 shares in issue as of the date of this announcement less the 10,217,983 shares held by AstraZeneca prior to the commencement of the Offer Period.
Including the 10,217,983 CAT Shares held by AstraZeneca prior to the commencement of the Offer Period, AstraZeneca has acquired, or received valid acceptances of the Offer in respect of, 51,480,262 CAT Shares (including CAT Shares represented by 2,085,549 CAT ADSs) in aggregate, representing 96.73 per cent. of the existing issued share capital of CAT.
In addition to CAT ADSs tendered prior to 3.00pm (London time), 10.00am (New York City time), on 29 June 2006, 30,814 ADSs are subject to notice of guaranteed delivery period.
The Offer was declared unconditional in all respects on 22 June 2006. AstraZeneca announces that the Initial Offer Period, which was extended until 29 June, is now closed for acceptance and the withdrawal rights of persons that have tendered their securities will be terminated.
Prior to the announcement of the Offer, AstraZeneca had received irrevocable undertakings to accept the Offer in respect of 190,569 CAT Shares in aggregate, representing approximately 0.36 per cent. of the existing issued share capital of CAT. Valid acceptances have been received in respect of all of these CAT Shares and such acceptances are included in the total referred to above.
As at the date of this announcement, affiliates of Goldman Sachs International and Deutsche Bank (who are acting in concert (within the meaning of the City Code) with AstraZeneca) held 78,084 CAT Shares in aggregate, representing 0.15 per cent. of the existing issued share capital of CAT.
Commencement of Subsequent Offer Period and Settlement
AstraZeneca also announces the commencement of the Subsequent Offer Period, which is expected to remain open for acceptance until such time as the compulsory acquisition procedures referred to in part II of the Offer Document are completed or until 3.00pm (London time), 10.00am (New York City time) on 22 September 2006, whichever occurs earlier. If CAT Securities are tendered into the Offer during the Subsequent Offer Period, such holders will not have the ability to withdraw their tender of such securities, subject to certain conditions set out in the Offer Document. If the CAT Securities are acquired pursuant to compulsory acquisition procedures described below, no withdrawal rights will exist in respect of the securities so acquired.
To the extent they have not already done so, holders of CAT Shares and CAT ADSs who hold such securities in certificated form who have not yet accepted the Offer but wish to do so should complete and return their Form of Acceptance and Letter of Transmittal as soon as possible in accordance with the instructions set out in the Offer Document and in the Form of Acceptance and Letter of Transmittal. The CAT Shareholders and ADS holders who hold their CAT Shares in uncertificated or book-entry form and who have not yet accepted the Offer but wish to do so are reminded to take the necessary steps through CREST or their respective Agent Institution (as applicable) as soon as possible.
Settlement of the consideration to accepting CAT Shareholders and accepting holders of CAT ADSs (including holders of CAT ADSs that deliver a Notice of Guaranteed Delivery in a timely manner) or their designated agents will be effected as set out below:
| (a) | in the case of acceptances received complete in all respects by 22 June 2006 and not withdrawn before today, within 14 calendar days of such date; or |
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| (b) | in the case of acceptances received complete in all respects after 22 June 2006 but while the Offer remains open for acceptance, within 14 calendar days of such receipt. |
As AstraZeneca has attained the required 75 per cent. of the voting rights attaching to CAT Shares, AstraZeneca is taking steps to procure the application by CAT for the cancellation of the listing of CAT Shares from the Official List and the cancellation of trading in CAT Shares on the London Stock Exchange’s market for listed securities. It is anticipated that cancellation of listing and trading will take effect no earlier than 28 July 2006. AstraZeneca also intends to procure that CAT apply for de-listing of the CAT ADSs from NASDAQ. Such de-listings would significantly reduce the liquidity and marketability of any CAT Shares or CAT ADSs that are not acquired by AstraZeneca. AstraZeneca will also request that CAT terminate the existing deposit agreement through which the ADS programme is operated. In addition, if the number of holders of CAT Securities in the United States falls below 300 (calculated in accordance with Rule 12g3-2(a) under the Exchange Act), AstraZeneca intends to procure that CAT file a Form 15 with the SEC to request that its registration under the Exchange Act be terminated or suspended. It is also anticipated that, after such cancellations, CAT will be re-registered as a private company under the relevant provisions of the Companies Act.
Given that AstraZeneca has received acceptances under the Offer in respect of, or otherwise acquired, more than 90 per cent. of CAT Shares to which the Offer relates, AstraZeneca intends to exercise its rights pursuant to the provisions of Schedule 2 of the Interim Regulations to acquire compulsorily, on the same terms as the Offer, the remaining CAT Shares (including shares underlying CAT ADSs) in respect of which the Offer has not been accepted.
Defined terms used in this announcement have the same meanings as in the Offer Document dated 23 May 2006.
| Enquiries: | ||
| AstraZeneca | ||
| Media Enquiries: | ||
| Steve Brown (London) | + | 44 (0)20 7304 5033 |
| Edel McCaffrey (London) | + | 44 (0) 20 7304 5034 |
| Staffan Ternby (Sweden) | + | 46 8 553 26107 |
| Analyst/Investor Enquiries: | ||
| Jonathan Hunt (London) | + | 44 (0) 20 7304 5087 |
| Mina Blair (London) | + | 44 (0) 20 7304 5084 |
| Ed Seage (US) | + | 1 302 886 4065 |
| Jörgen Winroth (US) | + | 1 212 579 0506 |
| Goldman Sachs International | + | 44 (0) 20 7774 1000 |
| Guy Slimmon | ||
| Mark Sorrell |
This announcement is for informational purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. This announcement also does not constitute a Solicitation / Recommendation Statement under the rules and regulations of the US Securities and Exchange
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Commission (the "SEC"). The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. In the United States, AstraZeneca has filed a Tender Offer Statement containing the Offer Document and other related documentation with the SEC on Schedule TO and CAT has filed a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9. Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents filed by AstraZeneca or CAT in connection with this Offer are available on the SEC’s website at http://www.sec.gov. The Offer Document and Acceptance Forms accompanying the Offer Document have been made available to all CAT Shareholders at no charge to them. CAT Shareholders are advised to read the Offer Document and the accompanying Acceptance Forms as they contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement as they contain important information.
Goldman Sachs International, which is authorised and regulated by the Financial Services Authority, is acting exclusively for AstraZeneca and no one else in connection with the Offer and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Offer or any other matters referred to in this announcement.
The availability of the Offer to CAT Shareholders who are not resident in and citizens of the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Offer Document.
The Loan Notes which will be issued pursuant to the Loan Note Alternative have not been, and will not be, listed on any stock exchange and have not been, and will not be, registered under the Securities Act or under any relevant laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of 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 or territory 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 and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under relevant securities laws is available, the Loan Notes may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from the United States or any other Loan Note Restricted Jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration of the Loan Notes, or to or for the account or benefit of any US person or resident of any other Loan Note Restricted Jurisdiction.
Unless otherwise determined by AstraZeneca and permitted by applicable law and regulation, subject to certain exemptions, the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise distribute this announcement in, into or from any such jurisdictions.
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