Transaction Valuation(1) | Amount of Filing Fee(1)(2) | |
$427,428,792
|
$45,735 |
(1) | For purposes of calculating the filing fee pursuant to Rule 0-11(d), the transaction value of the CAT Shares and CAT ADSs (each CAT ADS represents one CAT Share) to be received by AstraZeneca, assuming acceptance of the Offer by holders in the United States, is calculated as follows: 17,191,000 CAT Shares (including CAT Shares represented by CAT ADSs) in the United States, representing 40% of the entire issued share capital not already owned by AstraZeneca, multiplied by 1,320 pence per CAT Share, the cash consideration being offered per CAT Share, which yields £226,921,210, converted to U.S. dollars at the daily noon buying rate for pounds sterling in New York certified by the New York Federal Reserve Bank for customs purposes on May 15, 2006, of £1=$1.8836, which yields $427,428,792, multiplied by 0.0001070, which yields $45,735. Each of the capitalized terms used is defined in the Offer Document dated May 23, 2006. |
(2) | Sent via wire transfer to the SEC on May 23, 2006. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
|
Filing Party: | |||||
Form or Registration No.:
|
Date Filed: | |||||
o | Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. |
o | issuer tender offer subject to Rule 13e-4. |
þ | going-private transaction subject to Rule 13e-3. |
þ | amendment to Schedule 13D under Rule 13d-2. |
CUSIP No. |
GB0001662252 (Ordinary Shares) 132148107 (American Depositary Shares) |
1 | NAMES OF REPORTING PERSONS: AstraZeneca PLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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Not Applicable | |||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
England | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 51,480,262 ordinary shares | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | None | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 51,480,262 ordinary shares | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
None | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
51,480,262 ordinary shares and 30,814 CAT ADSs subject to the notice of guaranteed delivery period under the Offer | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
96.7% of issued and outstanding ordinary shares (and 96.8% of the issued and outstanding ordinary shares, assuming 30,814 CAT ADSs are acquired upon expiration of the notice of guaranteed delivery period) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
CO |
2
(a) | As of June 29, 2006, AstraZeneca PLC beneficially owned an aggregate of 51,480,262 CAT Shares, representing approximately 96.7% of the entire issued share capital of CAT (or 51,511,076 CAT Shares, representing approximately 96.8% of the entire issued share capital of CAT, if CAT ADSs that are subject to the notice of guaranteed delivery period under the Offer are included). |
(b) | On June 29, 2006, AstraZeneca PLC and AstraZeneca closed the initial offer period under the Offer, during which valid acceptances had been received in respect of 35,562,279 CAT Shares (including CAT Shares represented by 2,085,549 CAT ADSs), and such securities will be purchased pursuant to the Offer at a price of 1,320 pence per share. As at June 29, 2006, 30,814 CAT ADS were subject to the notice of guaranteed delivery period under the Offer and will be purchased on the same basis as the CAT Securities tendered into the Offer during the initial offer period. These purchases will be funded by existing cash balances and working capital of AstraZeneca PLC and AstraZeneca. |
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99.(a)(1)° | Offer Document dated May 23, 2006, as amended and restated | |||
99.(a)(2)° | Letter of Transmittal | |||
99.(a)(3)° | Notice of Guaranteed Delivery | |||
99.(a)(4)° | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |||
99.(a)(5)° | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |||
99.(a)(6)° | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 | |||
99.(a)(7)° | Summary Advertisement in The Wall Street Journal, dated May 23, 2006 | |||
99.(a)(8)° | Form of Acceptance, Authority and Election | |||
99.(a)(9)° | Press release announcing the posting of the Offer Document, dated May 23, 2006 | |||
99.(a)(10)° | Announcement pursuant to Rule 8.1 of the U.K. City Code on Takeovers and Mergers, dated May 24, 2006 | |||
99.(a)(11)° | Public announcement by AstraZeneca UK Limited relating to the Offer published in The Financial Times, dated May 25, 2006 | |||
99.(a)(12)° | Press release announcing fulfillment or waiver of competition conditions, dated June 7, 2006 | |||
99.(a)(13)° | Excerpts from analyst presentation given by AstraZeneca PLC on June 8, 2006 | |||
99.(a)(14)° | Statements relating to Cambridge Antibody Technology Group plc from analyst presentation by AstraZeneca PLC on June, 8, 2006 | |||
99.(a)(15)° | Announcement by AstraZeneca relating to the Offer as it appeared in The Wall Street Journal, dated June 22, 2006 | |||
99.(a)(16)° | Press release by Cambridge Antibody Technology Group plc announcing the appointment of a new Chief Executive Officer, dated June 22, 2006 | |||
99.(a)(17) | Press release announcing the close of the initial offer period and the commencement of the subsequent offer period, dated June 30, 2006 | |||
99.(c)(1)° | Opinion of Morgan Stanley & Co. Limited to the board of directors of Cambridge Antibody Technology Group plc, dated May 14, 2006 | |||
99.(c)(2)° | Summary presentation by Goldman Sachs International, dated April 7, 2006 | |||
99.(c)(3)° | Summary presentation by Goldman Sachs International, dated April 11, 2006 | |||
99.(d)(1)* | Irrevocable Undertaking between John Christopher Aston and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(2)* | Irrevocable Undertaking between John Robert Brown and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(3)* | Irrevocable Undertaking between Peter Alan Chambré and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(4)* | Irrevocable Undertaking between Christopher Marshall and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(5)* | Irrevocable Undertaking between Diane Mary Mellet and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(6)* | Irrevocable Undertaking between Paul Nicholson and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(7)* | Irrevocable Undertaking between Peter Ringrose and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(8)* | Irrevocable Undertaking between Ake Stavling and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(9)* | Irrevocable Undertaking between John Stocker and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(10)^ | Collaboration and Licence Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(11)* | Break Fee Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(12)* | Cooperation Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(13)* | Exclusivity Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(14)+ | Subscription Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(f)(1)° | Description of appraisal rights arising under The Takeover Directive (Interim Implementation) Regulations 2006 |
+ | Incorporated by reference to the Schedule 13D filed by AstraZeneca PLC dated December 27, 2004. |
^ | Incorporated by reference from Exhibit 4.2 to the Annual Report on Form 20-F filed by Cambridge Antibody Technology Group plc on December 16, 2004. |
* | Incorporated by reference to Amendment No. 1 to the Schedule 13D filed by AstraZeneca PLC dated May 15, 2006. |
° | Previously filed with the SEC. |
4
(a) | As of June 29, 2006, AstraZeneca PLC beneficially owned an aggregate of 51,480,262 CAT Shares, representing approximately 96.7% of the entire issued share capital of CAT (or 51,511,076 CAT Shares, representing approximately 96.8% of the entire issued share capital of CAT, if CAT ADSs that are subject to the notice of guaranteed delivery period under the Offer are included). | |
(b) | On June 29, 2006, AstraZeneca PLC and AstraZeneca closed the initial offer period under the Offer, during which valid acceptances had been received in respect of 35,562,279 CAT Shares (including CAT Shares represented by 2,085,549 CAT ADSs), and such securities will be purchased pursuant to the Offer at a price of 1,320 pence per share. As at June 29, 2006, 30,814 CAT ADSs were subject to the notice of guaranteed delivery period under the Offer and will be purchased on the same basis as the CAT Securities tendered into the Offer during the initial offer period. These purchases were funded by existing cash balances and working capital of AstraZeneca PLC and AstraZeneca. |
99.(a)(1)° | Offer Document dated May 23, 2006, as amended and restated | |||
99.(a)(2)° | Letter of Transmittal | |||
99.(a)(3)° | Notice of Guaranteed Delivery | |||
99.(a)(4)° | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |||
99.(a)(5)° | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |||
99.(a)(6)° | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 | |||
99.(a)(7)° | Summary Advertisement in The Wall Street Journal, dated May 23, 2006 | |||
99.(a)(8)° | Form of Acceptance, Authority and Election | |||
99.(a)(9)° | Press release announcing the posting of the Offer Document, dated May 23, 2006 | |||
99.(a)(10)° | Announcement pursuant to Rule 8.1 of the U.K. City Code on Takeovers and Mergers, dated May 24, 2006 | |||
99.(a)(11)° | Public announcement by AstraZeneca UK Limited relating to the Offer published in The Financial Times, dated May 25, 2006 | |||
99.(a)(12)° | Press release announcing fulfillment or waiver of competition conditions, dated June 7, 2006 | |||
99.(a)(13)° | Excerpts from analyst presentation given by AstraZeneca PLC on June 8, 2006 | |||
99.(a)(14)° | Statements relating to Cambridge Antibody Technology Group plc from analyst presentation by AstraZeneca PLC on June, 8, 2006 | |||
99.(a)(15)° | Announcement by AstraZeneca relating to the Offer as it appeared in The Wall Street Journal, dated June 22, 2006 | |||
99.(a)(16)° | Press release by Cambridge Antibody Technology Group plc announcing the appointment of a new Chief Executive Officer, dated June 22, 2006 | |||
99.(a)(17) | Press release announcing the close of the initial offer period and the commencement of the subsequent offer period, dated June 30, 2006 | |||
99.(c)(1)° | Opinion of Morgan Stanley & Co. Limited to the board of directors of Cambridge Antibody Technology Group plc, dated May 14, 2006 | |||
99.(c)(2)° | Summary presentation by Goldman Sachs International, dated April 7, 2006 | |||
99.(c)(3)° | Summary presentation by Goldman Sachs International, dated April 11, 2006 | |||
99.(d)(1)* | Irrevocable Undertaking between John Christopher Aston and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(2)* | Irrevocable Undertaking between John Robert Brown and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(3)* | Irrevocable Undertaking between Peter Alan Chambré and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(4)* | Irrevocable Undertaking between Christopher Marshall and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(5)* | Irrevocable Undertaking between Diane Mary Mellet and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(6)* | Irrevocable Undertaking between Paul Nicholson and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(7)* | Irrevocable Undertaking between Peter Ringrose and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(8)* | Irrevocable Undertaking between Ake Stavling and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(9)* | Irrevocable Undertaking between John Stocker and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(10)^ | Collaboration and Licence Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(11)* | Break Fee Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(12)* | Cooperation Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(13)* | Exclusivity Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(14)+ | Subscription Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(f)(1)° | Description of appraisal rights arising under The Takeover Directive (Interim Implementation) Regulations 2006 |
+ | Incorporated by reference to the Schedule 13D filed by AstraZeneca PLC dated December 27, 2004. |
^ | Incorporated by reference from Exhibit 4.2 to the Annual Report on Form 20-F filed by Cambridge Antibody Technology Group plc on December 16, 2004. |
* | Incorporated by reference to Amendment No. 1 to the Schedule 13D filed by AstraZeneca PLC dated May 15, 2006. |
° | Previously filed with the SEC. |
5
By: | /s/ Graeme Musker |
|
|
Name: Graeme Musker | |
Title: Company Secretary and Solicitor | |
Date: June 30, 2006 |
6
99.(a)(1)° | Offer Document dated May 23, 2006, as amended and restated | |||
99.(a)(2)° | Letter of Transmittal | |||
99.(a)(3)° | Notice of Guaranteed Delivery | |||
99.(a)(4)° | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |||
99.(a)(5)° | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |||
99.(a)(6)° | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 | |||
99.(a)(7)° | Summary Advertisement in The Wall Street Journal, dated May 23, 2006 | |||
99.(a)(8)° | Form of Acceptance, Authority and Election | |||
99.(a)(9)° | Press release announcing the posting of the Offer Document, dated May 23, 2006 | |||
99.(a)(10)° | Announcement pursuant to Rule 8.1 of the U.K. City Code on Takeovers and Mergers, dated May 24, 2006 | |||
99.(a)(11)° | Public announcement by AstraZeneca UK Limited relating to the Offer published in The Financial Times, dated May 25, 2006 | |||
99.(a)(12)° | Press release announcing fulfillment or waiver of competition conditions, dated June 7, 2006 | |||
99.(a)(13)° | Excerpts from analyst presentation given by AstraZeneca PLC on June 8, 2006 | |||
99.(a)(14)° | Statements relating to Cambridge Antibody Technology Group plc from analyst presentation by AstraZeneca PLC on June, 8, 2006 | |||
99.(a)(15)° | Announcement by AstraZeneca relating to the Offer as it appeared in The Wall Street Journal, dated June 22, 2006 | |||
99.(a)(16)° | Press release by Cambridge Antibody Technology Group plc announcing the appointment of a new Chief Executive Officer, dated June 22, 2006 | |||
99.(a)(17) | Press release announcing the close of the initial offer period and the commencement of the subsequent offer period, dated June 30, 2006 | |||
99.(c)(1)° | Opinion of Morgan Stanley & Co. Limited to the board of directors of Cambridge Antibody Technology Group plc, dated May 14, 2006 | |||
99.(c)(2)° | Summary presentation by Goldman Sachs International, dated April 7, 2006 | |||
99.(c)(3)° | Summary presentation by Goldman Sachs International, dated April 11, 2006 | |||
99.(d)(1)* | Irrevocable Undertaking between John Christopher Aston and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(2)* | Irrevocable Undertaking between John Robert Brown and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(3)* | Irrevocable Undertaking between Peter Alan Chambré and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(4)* | Irrevocable Undertaking between Christopher Marshall and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(5)* | Irrevocable Undertaking between Diane Mary Mellet and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(6)* | Irrevocable Undertaking between Paul Nicholson and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(7)* | Irrevocable Undertaking between Peter Ringrose and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(8)* | Irrevocable Undertaking between Ake Stavling and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(9)* | Irrevocable Undertaking between John Stocker and AstraZeneca UK Limited, dated May 14, 2006 | |||
99.(d)(10)^ | Collaboration and Licence Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(11)* | Break Fee Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(12)* | Cooperation Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(13)* | Exclusivity Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(d)(14)+ | Subscription Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited | |||
99.(f)(1)° | Description of appraisal rights arising under The Takeover Directive (Interim Implementation) Regulations 2006 |
+ | Incorporated by reference to the Schedule 13D filed by AstraZeneca PLC dated December 27, 2004. |
^ | Incorporated by reference from Exhibit 4.2 to the Annual Report on Form 20-F filed by Cambridge Antibody Technology Group plc on December 16, 2004. |
* | Incorporated by reference to Amendment No. 1 to the Schedule 13D filed by AstraZeneca PLC dated May 15, 2006. |
° | Previously filed with the SEC. |
7