SC TO-C

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WOUZB99UZPWhsR4TPbkH1mW5DdMYOoUwG4o4ehZZSgG3KlQPjBxAdzs4dU5nATd9 YeV3VKvudeAeQJLwpyV27A== 0000950123-06-006449.txt : 20060515 0000950123-06-006449.hdr.sgml : 20060515 20060515164238 ACCESSION NUMBER: 0000950123-06-006449 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 42 FILED AS OF DATE: 20060515 DATE AS OF CHANGE: 20060515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC CENTRAL INDEX KEY: 0001067386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-79252 FILM NUMBER: 06842072 BUSINESS ADDRESS: STREET 1: MILSTEIN BUILDING STREET 2: GRANTA PARK CITY: CAMBRIDGE STATE: X0 ZIP: CB1 6GH BUSINESS PHONE: 44 (0) 1223 471471 MAIL ADDRESS: STREET 1: MILSTEIN BUILDING STREET 2: GRANTA PARK CITY: CAMBRIDGE STATE: X0 ZIP: CB1 6GH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASTRAZENECA PLC CENTRAL INDEX KEY: 0000901832 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: ZENECA GROUP PLC STREET 2: 15 STANHOPE GATE - LEGAL DEPARTMENT CITY: LONDON W1Y 6LN ENGLA STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: ZENECA GROUP PLC STREET 2: 15 STANHOPE GATE - LEGAL DEPARTMENT CITY: LONDON W1Y 6LN ENGLA STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ZENECA GROUP PLC DATE OF NAME CHANGE: 19930422 SC TO-C 1 u50264sctovc.htm SCHEDULE TO-C SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/C

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Cambridge Antibody Technology Group plc

(Name of Subject Company (Issuer))

AstraZeneca PLC

(Names of Filing Persons (Offeror))

Ordinary Shares
American Depositary Shares
(Title of Class of Securities)

Ordinary Shares (GB0001662252)
American Depositary Shares (US1321481079)
(CUSIP Number of Class of Securities)

Graeme Musker
AstraZeneca PLC
15 Stanhope Gate
London W1K 1LN
Tel: 011 44 20 7304 5000
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE


Transaction Valuation		Amount of Filing Fee

Not Applicable		Not Applicable

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:


Form or Registration No.:


Filing Party:


Date Field:

Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ		third-party tender offer subject to Rule 14d-1.

o		issue tender offer subject to Rule 13e-4.

þ		going-private transaction subject to Rule 13e-3.

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


Exhibit		Description
99.(a)(1)		Press announcement of the Offer, dated May 15, 2006

99.(a)(2)		Presentation to analysts by AstraZeneca PLC, dated May 15, 2006

99.(a)(3)		Script to presentation to Analysts by AstraZeneca PLC, dated May 15, 2006

99.(a)(4)		Presentation to employees of AstraZeneca PLC regarding the Offer, dated May 15, 2006

99.(a)(5)		Presentation to employees of Cambridge Antibody Technology Group plc regarding the Offer, dated May 15, 2006

99.(a)(6)		Announcement of the proposed Chief Executive Officer-designate by AstraZeneca PLC, dated May 15, 2006

99.(a)(7)		Intranet communication by AstraZeneca PLC with its employees regarding the Offer, dated May 15, 2006

99.(a)(8)		Questions and answers regarding the impact of the Offer on employees of AstraZeneca PLC, dated May 15, 2006

EX-99.A.1 2 u50264exv99waw1.htm EX-99.A.1 EX-99.A.1

Exhibit 99.(a)(1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

15 May 2006

AstraZeneca announces major long-term strategic investment in biological therapeutics with a recommended £702 million cash offer for Cambridge Antibody Technology Group plc at 1,320p per share and 1,320p per ADS

Summary

The boards of AstraZeneca and CAT announce that they have agreed terms of a recommended cash offer to be made by AstraZeneca to acquire the entire issued and to be issued share capital of CAT not otherwise held by AstraZeneca. The Offer for each CAT Share will be at 1,320 pence in cash and the Offer for each CAT ADS will be at 1,320 pence in cash, equivalent to US$24.96 per ADS (based on the exchange rate as at 12 May 2006). The Offer values CAT’s existing issued share capital, excluding AstraZeneca’s existing shareholding in CAT, at approximately £567 million and the entire issued share capital of CAT at approximately £702 million.

Building on the success of an existing collaboration, and recognising the increasing importance of biotechnology in medical research, CAT will become central to AstraZeneca’s plans to establish a major international presence in the research and development of biological therapeutics. AstraZeneca’s science base already possesses discovery and development capabilities for new biological medicines which will be combined with those of CAT and expanded through further investment. This enhanced research capability, combined with AstraZeneca’s global development, marketing and sales resources, will establish an international platform capable of accelerating the delivery of new medicines in AstraZeneca’s prioritised disease areas, embracing both monoclonal antibodies and novel biological entities.

Highlights

•		In late 2004, AstraZeneca and CAT entered into a Collaboration and Licence Agreement jointly to discover and develop human monoclonal antibodies and AstraZeneca acquired a shareholding in CAT that currently represents approximately 19.2% of the issued share capital.

•		AstraZeneca now intends to create a major R&D capability to deliver biological therapeutics, and the integration of CAT is central to these plans. The new organisation will be led from CAT’s Cambridge headquarters and will be distinct from but complementary to AstraZeneca’s small molecule capability.

•		CAT’s capabilities, when combined with AstraZeneca’s global development and marketing expertise, will deliver an expanded pipeline of novel biological therapeutics to address unmet medical needs of patients in AstraZeneca’s targeted disease areas.

•		AstraZeneca’s ability to bring additional resources and capabilities to CAT will allow it to develop CAT’s technology platform beyond its current capability and across a number of therapeutic areas including Respiratory & Inflammation, Oncology & Infection, Neuroscience, Cardiovascular and Gastro-intestinal.

•		CAT also provides AstraZeneca with several other substantial assets beyond its current scientific capabilities. These include a royalty stream on the sales of HUMIRA^®, potential milestones and royalties on CAT’s other licensed products and access to CAT’s proprietary

		pipeline (including CAT-3888 in Phase II and CAT-354 in Phase I), which will be integrated into AstraZeneca’s development portfolio. In addition, CAT had a balance of net cash and liquid resources of approximately £152 million as at 31 December 2005.

•		The acquisition will not alter AstraZeneca PLC’s EPS guidance or its share repurchase programme for 2006.

The Offer

•		The Offer represents a premium of approximately 66.9% to the closing mid market price of CAT’s Shares on the London Stock Exchange of 791 pence per share and 68.2% to the closing mid market quotation of CAT’s ADSs on NASDAQ of US$14.84 per ADS, each on 12 May 2006 (being the last dealing day prior to the date of this announcement) and a premium of 88.0% to CAT’s average price of 702 pence per share and a premium of 98.7% to CAT’s average price of US$12.56 per ADS over the last twelve months prior to the date of this announcement.

•		The directors of CAT, who have been so advised by Morgan Stanley, consider the terms of the Offer to be fair and reasonable. In providing its advice, Morgan Stanley has taken into account the commercial assessments of the directors of CAT.

•		The directors of CAT intend unanimously to recommend that CAT Shareholders accept the Offer, as the directors of CAT have irrevocably undertaken to do in respect of their own beneficial shareholdings.

•		A Loan Note Alternative will also be made available to all CAT Shareholders (other than any CAT Shareholders in any Restricted Jurisdiction, which includes the United States).

•		The Offer is conditional, amongst other things, upon receiving the required regulatory clearances. Further information on the terms and conditions to which the Offer will be subject are set out in Appendix 1 and will be set out in the Offer Document, which AstraZeneca intends to despatch to CAT Shareholders as soon as practicable.

Irrevocable undertakings

AstraZeneca has received irrevocable undertakings to accept the Offer from each of the directors of CAT, in respect of 190,569 CAT Shares in aggregate, representing approximately 0.36 per cent. of the existing issued share capital of CAT. All of these undertakings will remain binding notwithstanding a higher competing offer.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

Commenting on the Offer, David Brennan, Chief Executive Officer of AstraZeneca PLC, said:

“This acquisition represents a major long-term strategic investment by AstraZeneca in novel biological therapeutics. It is our intention to both expand and broaden the scope of our discovery and development pipeline and we expect that, by 2010, up to a quarter of our candidates for full scale development will be biological therapeutic agents.

“The success of the collaboration over the last two years has demonstrated AstraZeneca’s and CAT’s complementary skills and expertise. We will now build on this success by combining CAT’s research and development capability in novel biological therapeutics with our own expertise in discovery, global product development and sales and marketing. Together we will create, for the long term, an opportunity to introduce more medicines that will deliver real benefit to patients worldwide.”

Dr. Paul Nicholson, Chairman of CAT, said:

“After careful consideration, the board has unanimously decided to recommend the Offer to shareholders. The Offer recognises CAT’s leading position in the discovery and development of new antibody medicines and provides shareholders with an attractive premium through a cash offer.

“The Offer represents the successful culmination of CAT’s development since its founding in collaboration with the Laboratory of Molecular Biology of the UK Medical Research Council to the point where the excellence of its technologies and capabilities is now recognised globally. HUMIRA^® is the first marketed product to come from CAT’s technologies and the first blockbuster product to come from the UK biotechnology industry. We are extremely pleased that AstraZeneca has recognised those qualities through this acquisition, demonstrating the successful growth and development of CAT as a UK biopharmaceutical company.”

Peter Chambré, CEO of CAT, said:

“CAT has developed outstanding capabilities in the rapidly growing field of antibody therapeutics. The excellent progress of the strategic alliance with AstraZeneca since December 2004 has demonstrated the power of combining the capabilities of both organisations and reflects the skills and dedication of CAT and AstraZeneca’s people. The Offer represents the next logical step in the successful development of CAT. By enabling the resources of AstraZeneca to be committed to realising the full potential of the CAT technologies and capabilities, there is the opportunity to develop a global leadership position in biological therapeutics and a major pipeline of new biological medicines for the benefit of patients. We are very excited about this next opportunity for the people who have made such an important contribution to the success of CAT.”

Goldman Sachs International is acting as financial adviser to AstraZeneca. Goldman, Sachs & Co. is acting as dealer manager in the United States for AstraZeneca. Morgan Stanley is acting as financial adviser and joint corporate broker to CAT. JPMorgan Cazenove Limited is acting as joint corporate broker for CAT.

This summary should be read in conjunction with, and is subject to, the full text of the following announcement. Appendix 2 of this announcement contains the sources and bases of certain information used in this summary and in the following announcement. Appendix 4 of this announcement contains definitions of certain terms used in this summary and the following 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 5084
Mina Blair (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

CAT		+44 (0) 1223 471 471
Peter Chambré
John Aston
Rowena Gardner

Morgan Stanley (Financial Adviser to CAT)		+44 (0) 20 7425 5000
Laura Howard
Henry Stewart
Brian Magnus

Morgan Stanley (Joint Corporate Broker to CAT)		+44 (0) 20 7425 5000
Peter Moorhouse

JPMorgan Cazenove (Joint Corporate Broker to CAT)		+44 (0) 20 7588 2828
Tony Brampton

Hogarth Partnership (UK and Europe) (PR Adviser to CAT)		+44 (0) 20 7357 9477
Chris Matthews
Melanie Toyne-Sewell
Andrew Jaques

BMC Communications (US media) (PR Adviser to CAT)		+1 212 477 9007 (ext. 17)
Brad Miles

Trout Group (US Investors) (PR Adviser to CAT)		+1 212 477 9007 (ext. 15)
Brandon Lewis

AstraZeneca PLC will be holding an analyst presentation by webcast and teleconference as follows:

Presentation

The presentation will be available 15 minutes prior to the start of the analysts teleconference/webcast.

Audio webcast

The webcast will start at 10:30BST. Participants will be able to register for the webcast up to 15 minutes prior to the start of the webcast.

Teleconference details

10:30BST, 11:30CEST, 05:30EDT

There will be an interactive Q&A session


UK freephone		0800 559 3272
US freephone		1 866 239 0753
International		+44 (0)20 7138 0814
Emergency back-up		+353 (0) 1 665 0186
Journalists are invited to listen only on		+44 (0)20 7138 0813

Teleconference replay details

A replay facility will be available from 12:00BST on Monday 15 May


UK freephone	0800 559 3271	4770729#
US freephone	1 866 239 0765	4770729#
International	+44 (0)20 7806 1970	4770729#

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 will be made solely by means of an Offer Document and the Acceptance Forms accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. In the United States, AstraZeneca will file a Tender Offer Statement containing the Offer Document and other related documentation with the SEC on Schedule TO and CAT will file a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 on or about the date the Offer Document is mailed to CAT Shareholders. Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by AstraZeneca or CAT in connection with this Offer will be available from the date the Offer Document is mailed to CAT Shareholders on the SEC’s website at http://www.sec.gov. The Offer Document and Acceptance Forms accompanying the Offer Document will be 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 when they are sent to them because they will contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will 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. The Acceptance Condition in paragraph 1 of Appendix 1 has been amended accordingly.

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.

Morgan Stanley is acting exclusively for CAT in connection with the Offer and no one else and will not be responsible to anyone other than CAT for providing the protections afforded to clients of Morgan Stanley, or for providing advice in relation to the Offer or any other matters referred to in this announcement.

JPMorgan Cazenove Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for CAT in connection with the Offer and no one else and will not be responsible to anyone other than CAT for providing the protections afforded to clients of JPMorgan Cazenove Limited, 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 will be contained in the Offer Document.

Unless otherwise determined by AstraZeneca or required by the City Code, and permitted by applicable law and regulation, the Offer, including the Loan Note Alternative, will not be made, directly or indirectly, in, into or from, and will not be capable of acceptance in or from Canada or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from Canada or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdictions.

The Loan Notes to be issued in connection with the Offer have not been, nor will they be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States (or under the securities laws of any other jurisdiction, the residents of which AstraZeneca is advised to treat as Restricted Overseas Persons); the relevant clearances have not been, and will not be, obtained from the securities commission of any province, territory or jurisdiction of Canada; and no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, unless an exemption under such act or securities laws is available or unless otherwise determined by AstraZeneca, and permitted by applicable law and regulation, the Loan Notes may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan.

This document includes convenience translations of the consideration to be paid by AstraZeneca from pounds sterling or pence into US dollars. All such amounts have been translated at the exchange rate of £1.00 : $1.8911, the daily noon buying rate for pounds sterling in New York certified by the New York Federal Reserve Bank for customs purposes on 12 May 2006, the last business day prior to the Announcement. Any US dollar amounts actually paid to holders of CAT ADSs will be determined by the tender agent after it converts the pounds sterling proceeds it receives from AstraZeneca into US dollars at the exchange rate obtainable on the spot market in London (net of fees, expenses and withholding taxes, if any) on the date such proceeds are received by the tender agent from AstraZeneca. CAT Shareholders in the United States shall receive all payments in pounds sterling.

To the extent permitted by the City Code, the rules of the UK Listing Authority and the rules of the London Stock Exchange and the Exchange Act, AstraZeneca and its nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, CAT Shares outside the United States during the period in which the Offer remains open for acceptance. Any such purchases will be publicly disclosed in accordance with applicable law in the United Kingdom and the United States.

Forward Looking Statements

This announcement includes certain “forward-looking statements”. These statements are based on the current expectations of the management of CAT and AstraZeneca and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects on AstraZeneca of the Offer, the expected timing and scope of the Offer, and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as “intends”, “expects”, “anticipates”, “targets”, “estimates” and words of similar import. By their nature, forward-looking statements 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 those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, and AstraZeneca’s ability successfully to integrate the operations and employees of CAT, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, costs associated with research and development, changes in the prospects for products in the research and development pipeline of AstraZeneca or CAT, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither CAT nor AstraZeneca undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, “interested" (directly or indirectly) in 1 per cent. or more of any class of “relevant securities” of CAT, all “dealings” in any “relevant securities” of CAT (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of CAT, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all “dealings” in “relevant securities” of CAT by AstraZeneca or CAT, or by any of their respective “associates”, must be disclosed by no later than 12.00 noon (London time) (7.00am New York City time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Panel’s website at www.thetakeoverpanel.org.uk.

“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel’s website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel’s website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7638 1554.

Not for release, publication or distribution, in whole or in part, in, into or from Canada or Japan.

15 May 2006

Recommended cash offer

by AstraZeneca UK Limited

for

Cambridge Antibody Technology Group plc

Introduction

The boards of AstraZeneca and CAT announce that they have agreed terms of a recommended cash offer to be made by AstraZeneca to acquire the entire issued and to be issued share capital of CAT not otherwise held by AstraZeneca, either in the form of CAT Shares or CAT ADSs. The terms of the Offer value the existing issued share capital of CAT, excluding AstraZeneca’s existing shareholding in CAT, at approximately £567 million and the entire issued share capital of CAT at approximately £702 million.

Goldman Sachs International is acting as financial adviser to AstraZeneca. Goldman, Sachs & Co. is acting as the dealer manager in the United States for AstraZeneca. Morgan Stanley is acting as financial adviser to CAT.

Summary of the Offer

Under the Offer, which will be subject to the conditions and further terms set out below and in Appendix 1 and the full terms and conditions which will be set out in the Offer Document, CAT Shareholders will be entitled to receive:

for each CAT Share, 1,320 pence in cash

for each CAT ADS, 1,320 pence in cash

The Offer values the entire existing issued share capital of CAT, excluding AstraZeneca’s existing shareholding in CAT, at approximately £567 million and the entire issued share capital of CAT at approximately £702 million.

The Offer represents a premium of approximately 66.9% to the closing mid market price of CAT’s Shares on the London Stock Exchange of 791 pence per share and 68.2% to the closing mid market quotation of CAT’s ADSs on NASDAQ of US$14.84 per ADS, each on 12 May 2006 (being the last dealing day prior to the date of this announcement) and a premium of 88.0% to CAT’s average price of 702 pence per share and a premium of 98.7% to CAT’s average price of US$12.56 per ADS over the last twelve months prior to the date of this announcement. The Offer for each CAT ADS will be 1,320 pence in cash, equivalent to US$24.96 per ADS (based on the exchange rate as at 12 May 2006).

CAT Shares that are subject to the Offer (including those represented by CAT ADSs) will be acquired fully paid with full title guarantee and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

A Loan Note Alternative will be made available to all CAT Shareholders (other than any CAT Shareholders in any Restricted Jurisdiction, which includes the United States), further details of which are set out below.

Recommendation

The directors of CAT, who have been so advised by Morgan Stanley, consider the terms of the Offer to be fair and reasonable. In providing its advice, Morgan Stanley has taken into account the commercial assessments of the directors of CAT.

The directors of CAT intend unanimously to recommend that CAT Shareholders accept the Offer, as the directors of CAT have irrevocably undertaken to do in respect of their own beneficial shareholdings.

Irrevocable undertakings

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

The Loan Note Alternative

As an alternative to all or some of the cash consideration of 1,320 pence per CAT Share, CAT Shareholders (other than any CAT Shareholders in any Restricted Jurisdiction, which includes the United States) who validly accept the Offer will be able to elect to receive Loan Notes issued by AstraZeneca on the following basis:

for each £1 of cash consideration

£1 nominal value of Loan Notes

The Loan Note Alternative will be conditional upon the Offer becoming or being declared unconditional in all respects. The Loan Note Alternative will remain open for acceptance until the Offer closes.

The Loan Notes will be issued by AstraZeneca, credited as fully paid, in amounts and integral multiples of £1 and the balance of any entitlement that is not a whole multiple of £1 will be disregarded and not issued. The Loan Notes will bear interest at 0.75 per cent. below six-month sterling LIBOR to be determined on the first business day of each interest period. Interest will be payable by half-yearly instalments in arrears (less any tax) on 30 June and 31 December in each year. The first payment of interest will be made on the first 30 June or 31 December date which falls more than six months after the date of issue of the Loan Notes (the “First Payment Date”).

On the First Payment Date, interest will be paid in respect of the period from (and including) the date of issue of the relevant Loan Notes to (but excluding) the First Payment Date. The Loan Notes will be redeemable in whole or in part for cash at par at the option of noteholders on the first 30 June or 31 December date which falls more than six months after the date of issue of the Loan Notes and subsequently on each interest payment date.

Unless AstraZeneca decides otherwise, no Loan Notes will be issued by AstraZeneca unless, on or before the date on which the Offer becomes or is declared unconditional in all respects, the aggregate nominal value of all Loan Notes to be issued as a result of valid elections for the Loan Note Alternative exceeds £2,000,000. If such aggregate is less than £2,000,000, any such election shall, unless AstraZeneca decides otherwise, be void and, provided the acceptance of the Offer is

otherwise valid, the relevant CAT Shareholders will be deemed to have accepted the Offer for cash. AstraZeneca will have the right to redeem all of the Loan Notes if the aggregate nominal value of outstanding Loan Notes falls below £2,000,000 or if fewer than 25 per cent. of the Loan Notes issued in connection with the Offer remain outstanding at any time during their term. If not previously redeemed, the final redemption date will be 30 June 2011. Any Loan Notes outstanding on the final redemption date will be redeemed at par (together with any accrued interest) on that date. The Loan Notes will not generally be transferable, and no application will be made for them to be listed on, or dealt on, any stock exchange or other trading facility.

The Loan Notes and the Loan Note Instrument constituting them will be governed by and construed in accordance with English law and will be unsecured obligations of AstraZeneca.

Further details of the Loan Notes and the Loan Note Alternative will be contained in the formal Offer Document.

Information relating to AstraZeneca and AstraZeneca PLC

AstraZeneca is engaged in the research, development, manufacture and marketing of prescription pharmaceuticals, focusing on gastrointestinal, cardiovascular, neuroscience, respiratory, oncology and infection products. AstraZeneca is a wholly-owned subsidiary of AstraZeneca PLC and the principal UK trading entity in the AstraZeneca PLC group.

For the fiscal year ended 31 December 2004 and prepared in accordance with UK Accounting Standards, AstraZeneca had turnover of approximately £3.3 billion, profit before tax of approximately £0.7 billion and net assets of approximately £5.2 billion.

AstraZeneca PLC is a major international healthcare business and is one of the world’s leading pharmaceutical companies with a market capitalisation of £45.1 billion. For the fiscal year ended 31 December 2005 and prepared in accordance with International Financial Reporting Standards (IFRS), AstraZeneca PLC had revenues of approximately $23.95 billion and profit before tax of approximately $6.67 billion. AstraZeneca PLC is listed in the Dow Jones Sustainability Index (Global) as well as the FTSE4Good Index.

Information relating to CAT

CAT is a biopharmaceutical company, aiming to bring improvements to seriously ill patients’ lives through its leading position in the discovery and development of human therapeutic antibodies. CAT has excellent proprietary technology for rapidly isolating human monoclonal antibodies using Phage Display and Ribosome Display systems. CAT has extensive phage antibody libraries, currently incorporating more than 100 billion distinct antibodies. These libraries form the basis for CAT’s strategy to develop a portfolio of antibody-based drugs.

CAT seeks to develop products independently and in collaboration with partners. CAT also seeks to licence its technologies to enable others to develop new medicines.

HUMIRA^®, licensed to Abbott, is the first CAT-derived human monoclonal antibody to be approved for marketing. It was isolated and optimised in collaboration with Abbott and has been approved for marketing as a treatment for rheumatoid arthritis in 57 countries, and for psoriatic arthritis and early RA in some European countries. HUMIRA^® generated $1.4 billion in Abbott reported 2005 revenue.

CAT has three human therapeutic product candidates in clinical development: CAT-354 for severe asthma, GC-1008 for idiopathic pulmonary fibrosis in collaboration with Genzyme and CAT-3888 for a number of B-cell malignancies.

There are six CAT-derived human monoclonal antibodies licensed to partners at various stages of clinical development: ABT-874 (Abbott), LymphoStat-B™, HGS-ETR1, HGS-ETR2, ABthrax™ (all Human Genome Sciences) and MYO-029 (Wyeth).

CAT is based near Cambridge, UK, with a new site in Palo Alto, USA and currently employs around 300 people. CAT Shares are listed on the Official List and traded on the London Stock Exchange (GB0001662252) and on NASDAQ (US1321481079).

For the year ended 30 September 2005, in accordance with UK GAAP, CAT reported an operating loss of £9.3 million (2004: operating loss of £42.2 million).

Background to and reasons for the Offer

In late 2004, AstraZeneca and CAT entered into a Collaboration and Licence Agreement jointly to discover and develop human monoclonal antibodies and AstraZeneca acquired a shareholding in CAT that currently represents approximately 19.2 per cent. of the issued share capital.

Building on the success of the collaboration, and recognising the increasing importance of biotechnology in medical research, AstraZeneca is now making this Offer with the aim that CAT will become central to AstraZeneca’s plans to establish a major international presence in the research and development of biological therapeutics. AstraZeneca’s science base already possesses discovery and development capabilities for new biological medicines which will be combined with those of CAT and expanded through further investment. This enhanced research capability, combined with AstraZeneca’s global development, marketing and sales resources, establishes an international platform capable of delivering new medicines in AstraZeneca’s prioritised disease areas, embracing both monoclonal antibodies and novel biological entities, at a more rapid pace than could be achieved through the existing alliance. CAT has a number of licensing agreements in place and AstraZeneca intends to honour all existing licensing agreements following the Offer.

CAT’s capabilities, when combined with AstraZeneca’s global development and marketing expertise, will deliver an expanded pipeline of novel biological therapeutics to address unmet medical needs of patients in AstraZeneca’s targeted disease areas. AstraZeneca’s ability to bring additional resources and capabilities to CAT will allow it to develop CAT’s technology platform beyond its current capability and across a number of therapeutic areas including Respiratory & Inflammation, Oncology & Infection, Neuroscience, Cardiovascular and Gastro-intestinal. CAT also provides AstraZeneca with several other substantial assets beyond its current scientific capabilities. These include a royalty stream on the sales of HUMIRA^®, potential milestones and royalties on CAT’s other licensed products and access to CAT’s proprietary pipeline (including CAT-3888 in Phase II and CAT-354 in Phase I), which will be integrated into AstraZeneca’s development portfolio. In addition, CAT had a balance of net cash and liquid resources of approximately £152 million as at 31 December 2005.

AstraZeneca now intends to create a major R&D capability to deliver biological therapeutics, and the integration of CAT is central to these plans. The new organisation will be led from CAT’s Cambridge headquarters and will be distinct from but complementary to AstraZeneca’s small molecule capability.

Management and employees of CAT

Part of the rationale for the Offer is the value that AstraZeneca places on the skills, expertise and experience of existing management and employees of CAT. In recognition of this, AstraZeneca will procure that the employees of CAT at the time the Offer closes will, provided they remain in CAT’s employment on the first anniversary of closing and have not resigned or been dismissed by reason of serious misconduct before that date, receive a special retention payment. AstraZeneca has

given the board of CAT assurances that, following the closing of the Offer, the existing employment rights, including pension rights, of all management and employees of CAT will be fully safeguarded. AstraZeneca’s plans for CAT do not involve any material change in the conditions of employment of CAT employees. AstraZeneca has no plans to change the location of CAT’s places of business. It has been agreed in principle that Peter Chambré, the Chief Executive Officer of CAT, will leave CAT following the Offer becoming unconditional in all respects and having participated in planning for the successful combination of CAT and AstraZeneca.

CAT Share Schemes

The Offer will extend to any CAT Shares unconditionally allotted or issued pursuant to the CAT Share Schemes while the Offer remains open for acceptance (or such earlier date as AstraZeneca may, subject to the rules of the Code, decide). Appropriate proposals will be made to participants in CAT Share Schemes in due course.

Financing

AstraZeneca will fund the Offer entirely out of current cash balances. Goldman Sachs International, financial adviser to AstraZeneca, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to CAT Shareholders under the terms of the Offer.

Exclusivity and co-operation

CAT has entered into an exclusivity agreement in customary terms with AstraZeneca for the duration of the Offer. In addition, the parties have entered into a co-operation agreement in connection with the implementation of the Offer.

Break fees

CAT has agreed to pay a sum to AstraZeneca of £5,000,000 if either (i) the directors of CAT change the terms of or withdraw their recommendation of the Offer or (ii) before the Offer lapses or is withdrawn without becoming or being declared wholly unconditional any person (other than AstraZeneca or a person acting in concert (as defined in the City Code) with AstraZeneca) announces an intention to make a competing offer however effected, to acquire the entire issued share capital of CAT (other than CAT Shares owned by such third party or persons acting in concert with it) and, at any time, the competing offer becomes or is declared wholly unconditional. AstraZeneca has agreed to pay a sum to CAT of £2,500,000 if AstraZeneca invokes the OFT Condition or if the Offer lapses by reason of the referral of the Offer by the OFT to the Competition Commission, unless the failure to satisfy the OFT Condition, or the referral to the Competition Commission, as appropriate, arises from the failure of CAT to use its reasonable endeavours to assist in the satisfaction of the OFT Condition (including the provision of necessary information or assistance to the OFT).

Disclosure of interests in CAT Shares

On 21 November 2004, AstraZeneca entered into an agreement (the “Subscription Agreement”) with CAT pursuant to which AstraZeneca agreed to subscribe for a total of 10,217,983 ordinary shares of 10p each (the “Subscription Shares”) in CAT. The Subscription Agreement and the corresponding subscription for the Subscription Shares were completed on 17 December 2004. The Subscription Shares currently represent approximately 19.2 per cent. of CAT’s issued share capital.

Under the terms of the Subscription Agreement AstraZeneca agreed, for a period of 36 months from 21 November 2004, not to acquire or own any interests in shares (as defined in section 208 of the Companies Act) in CAT in addition to the Subscription Shares if, as a result of such acquisition, the percentage of CAT’s issued ordinary share capital held by AstraZeneca and its

Affiliates (as such term is defined in the Subscription Agreement) would exceed 19.907 per cent. of CAT’s issued ordinary share capital. AstraZeneca also agreed, for a period of 36 months from 21 November 2004, not to make an offer to acquire any shares in the capital of CAT under the Code unless such offer was recommended by a majority of the CAT Directors. CAT released AstraZeneca from these obligations on 14 May 2006 to facilitate the making of the proposed Offer.

Save as set out above and save for 261,064 CAT Shares held as at 10 May 2006 by affiliates of Goldman Sachs International (who are acting in concert (within the meaning of the City Code) with AstraZeneca), as at 14 May 2006, the last practicable date prior to this announcement, neither AstraZeneca nor, so far as AstraZeneca is aware, any person acting in concert with AstraZeneca had an interest in or right to subscribe for relevant securities of CAT or had any short position in relation to the relevant securities of CAT (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of CAT.

Delisting, cancellation of trading, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and sufficient acceptances under the Offer are received, AstraZeneca intends to procure that CAT make applications to cancel the listing of CAT Shares from the UKLA’s Official List and to cancel admission to trading in CAT Shares on the London Stock Exchange’s market for listed securities. AstraZeneca also intends to procure that CAT applies for delisting of the CAT ADSs from NASDAQ. Such de-listings would significantly reduce the liquidity and marketability of any CAT Shares or CAT ADSs not assented to the Offer at that time. AstraZeneca may 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 reporting obligations under the Exchange Act are terminated or suspended.

If AstraZeneca receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of CAT Shares to which the Offer relates, AstraZeneca intends to exercise its rights pursuant to the provisions of sections 428 to 430F (inclusive) of the Act, or Schedule 2 of the Interim Regulations, as applicable, to acquire compulsorily the remaining CAT Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

It is anticipated that cancellation of listing on the Official List and of admission to trading on the London Stock Exchange will take effect no earlier than 20 business days after either (i) the date on which AstraZeneca has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying 75 per cent. of the voting rights of CAT or (ii) the first date of issue of compulsory acquisition notices under section 429 of the Act, or Schedule 2 of the Interim Regulations, as applicable. AstraZeneca will notify CAT Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced and the anticipated date of cancellation.

It is also intended that, following the Offer becoming or being declared unconditional, CAT will be re-registered as a private company under the relevant provisions of the Act.


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 5084
Mina Blair (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

CAT		+44 (0) 1223 471 471
Peter Chambré
John Aston
Rowena Gardner

Morgan Stanley (Financial Adviser to CAT)		+44 (0) 20 7425 5000
Laura Howard
Henry Stewart
Brian Magnus

Morgan Stanley (Joint Corporate Broker to CAT)		+44 (0) 20 7425 5000
Peter Moorhouse

JPMorgan Cazenove (Joint Corporate Broker to CAT)		+44 (0) 20 7588 2828
Tony Brampton

Hogarth Partnership (UK and Europe) (PR Adviser to CAT)		+44 (0) 20 7357 9477
Chris Matthews
Melanie Toyne-Sewell
Andrew Jaques

BMC Communications (US media) (PR Adviser to CAT)		+1 212 477 9007 (ext. 17)
Brad Miles

Trout Group (US Investors) (PR Adviser to CAT)		+1 212 477 9007 (ext. 15)
Brandon Lewis

AstraZeneca PLC will be holding an analyst presentation by webcast and teleconference as follows:

Presentation

The presentation will be available 15 minutes prior to the start of the analysts teleconference/webcast.

Audio webcast

The webcast will start at 10:30BST. You will be able to register for the webcast 15 minutes prior to the stat of the webcast.

Teleconference details

10:30BST, 11:30CEST, 05:30EDT

There will be an interactive Q&A session


UK freephone		0800 559 3272
US freephone		1 866 239 0753
International		+44 (0)20 7138 0814
Emergency back-up		+353 (0) 1 665 0186
Journalists are invited to listen only on		+44 (0)20 7138 0813

Teleconference replay details

A replay facility will be available from 12:00BST on Monday 15 May


UK freephone	0800 559 3271	4770729#
US freephone	1 866 239 0765	4770729#
International	+44 (0)20 7806 1970	4770729#

General

The Offer Document, which will include a letter of recommendation from the Chairman of CAT, Form of Acceptance and Letter of Transmittal (as applicable) will be despatched to CAT Shareholders by AstraZeneca as soon as practicable.

The Offer will be on the terms and subject to the conditions set out herein and in Appendix 1 and to be set out in the Offer Document.

Statement with the SEC on Schedule 14D-9 on or about the date the Offer Document is mailed to CAT Shareholders. Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by AstraZeneca or CAT in connection with this Offer will be available from the date the Offer Document is mailed to CAT Shareholders on the SEC’s website at http://www.sec.gov. The Offer Document and Acceptance Forms accompanying the Offer Document will be 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 when they are sent to them because they will contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information.

The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement.

CAT confirms that its current issued share capital (including those represented by CAT ADSs) comprises 53,195,485 ordinary shares of 10 pence each. The International Securities Identification Numbers for CAT Shares are GB0001662252 and US1321481079. Each CAT ADS represents one CAT Share. The Committee on Uniform Securities Identification Procedures (CUSIP) number for CAT ADSs is 132148107.

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 offered to clients of Goldman Sachs International or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Morgan Stanley is acting exclusively for CAT and no one else in connection with the Offer and will not be responsible to anyone other than CAT for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Offer or any other matters referred to in this announcement.

Unless otherwise determined by AstraZeneca or required by the City Code, and permitted by applicable law and regulation, the Offer, including the Loan Note Alternative, will not be made,

directly or indirectly, in, into or from, and will not be capable of acceptance in or from Canada or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from Canada or Japan or any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdictions.

The Loan Notes to be issued in connection with the Offer have not been, nor will they be, registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States (or under the securities laws of any other jurisdiction, the residents of which AstraZeneca is advised to treat as Restricted Overseas Persons); the relevant clearances have not been, and will not be, obtained from the securities commission of any province, territory or jurisdiction of Canada; and no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, unless an exemption under such act or securities laws or unless otherwise determined by AstraZeneca, and permitted by applicable law and regulation, the Loan Notes may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan.

Forward Looking Statements

forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, and AstraZeneca’s ability successfully to integrate the operations and employees of CAT, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, costs associated with research and development, changes in the prospects for products in the research and development pipeline of AstraZeneca or CAT, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither CAT nor AstraZeneca undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Dealing disclosure requirements

APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer, which will be made by AstraZeneca, will comply with the City Code and the Exchange Act and will be governed by English law and subject to the jurisdiction of the English courts. In addition, the Offer will be subject to the terms and conditions to be set out in the Offer Document. The Offer will be subject to the following conditions:

valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 10.00pm London time, 5.00pm New York City time on the twentieth US business day following the posting of the Offer Document (or such later time (s) and/or date(s) as AstraZeneca may, subject to the rules of the Code and in accordance with the Exchange Act, decide) in respect of not less than 90 per cent. (or such lesser percentage as AstraZeneca may decide) of the CAT Shares (including CAT Shares represented by CAT ADSs) to which the Offer relates, provided that this condition will not be satisfied unless AstraZeneca and/or any member of the AstraZeneca Group shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) CAT Shares (including CAT Shares represented by CAT ADSs) carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at a general meeting of CAT. For the purposes of this condition:

	1.1		CAT Shares (including CAT Shares represented by CAT ADSs) which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue;

	1.2		the expression “CAT Shares (including CAT Shares represented by CAT ADSs) to which the Offer relates” shall be construed in accordance with Sections 428 to 430F of the Act; and

	1.3		valid acceptances shall be deemed to have been received in respect of CAT Shares (including CAT Shares represented by CAT ADSs) which are treated for the purposes of section 429(8) of the Act as having been acquired or contracted to be acquired by AstraZeneca by virtue of acceptances of the Offer;

		provided that unless AstraZeneca otherwise determines, this condition 1 shall be capable of being satisfied only at a time when all of the other conditions 2 to 10 inclusive have either been satisfied, fulfilled or, to the extent permitted, waived;

2		subject to condition 3 below:

	2.1		the UK Office of Fair Trading (“OFT”) indicating in terms reasonably satisfactory to AstraZeneca that it does not believe that the proposed acquisition of CAT by AstraZeneca (the “Transaction”) creates a relevant merger situation within the meaning of section 23 of the Enterprise Act 2002 (“EA”); or

	2.2		the OFT indicating in terms reasonably satisfactory to AstraZeneca that it has decided not to refer the Transaction or any part of it to the Competition Commission (“CC”); or

	2.3		the period for considering any merger notice given to the OFT under section 96 of the EA by AstraZeneca having expired without any such reference being made, provided that section 100(1)(a), (d) and (f) of the EA do not apply in relation to such merger notice;

if a request to the European Commission is made by the competent authorities of one or more Member States under Article 22 of Council Regulation (EC) 139/2004 (the “Regulation”) in relation to the Transaction or any part of it and is accepted by the European Commission:

	3.1		the European Commission issuing a decision pursuant to Article 6(1)(b) of the Regulation in terms reasonably satisfactory to AstraZeneca declaring that the Transaction or, if applicable, the relevant part of the Transaction, is compatible with the common market; and

	3.2		to the extent the OFT retains jurisdiction over any part of the Transaction, one of the conditions set out in conditions 2.1 to 2.3 above being satisfied in relation to each such part of the Transaction;

4		to the extent that the Offer constitutes a concentration or is otherwise subject to merger control filing, notification or approval in any jurisdiction not mentioned in conditions 2 or 3 above or the approval of the competent agency in that jurisdiction is required before AstraZeneca can acquire shares pursuant to the Offer, the receipt of evidence, in a form and substance satisfactory to AstraZeneca, that in relation to the Offer and the acquisition of any shares in, or control of, CAT by AstraZeneca or any member of the Wider AstraZeneca Group, all applicable filings and notifications have been made, all applicable waiting and/or other relevant time periods have expired, lapsed or been terminated and any required approvals have been obtained, unconditionally or, if subject to conditions, on terms satisfactory to AstraZeneca;

5		no central bank, government or governmental, quasi governmental, supranational, statutory, regulatory or investigative body, trade agency, court, professional association, or any other such body or person in any jurisdiction (each a “Third Party”) having given notice of a decision to take, institute or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision or order which would:

	5.1		make the Offer, its implementation or the acquisition or proposed acquisition of any CAT Shares (including CAT Shares represented by CAT ADSs) by AstraZeneca void, unenforceable or illegal, or restrict, prohibit or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge or require material amendment of, the Offer or the acquisition of any CAT Shares by AstraZeneca;

	5.2		result in a material delay in the ability of AstraZeneca, or render it unable, to acquire some or all of the CAT Shares or require a divestiture by AstraZeneca or any member of the Wider AstraZeneca Group of any shares in CAT;

	5.3		require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture, by AstraZeneca or any member of the Wider AstraZeneca Group or by any member of the Wider CAT Group, in any such case of all or any part of their respective businesses, assets or properties, or impose any limitation on their ability to conduct their respective businesses (or any of them) or to own their respective assets or properties or any part of them, to an extent in any such case which is material in the context of the Offer;

	5.4		impose any material limitation on, or result in a material delay in, the ability of AstraZeneca or any member of the Wider AstraZeneca Group to acquire or to hold or to exercise effectively, directly or indirectly, all rights of ownership of shares, loans or other securities (or the equivalent) in, or to exercise management control over, CAT or the ability of any member of the Wider CAT Group or AstraZeneca to hold or exercise effectively any rights of ownership of shares, loans or other securities in, or to exercise management control over, any member of the Wider CAT Group;

	5.5		save pursuant to the Offer or Part XIIIA of the Act, require any member of the Wider AstraZeneca Group or of the Wider CAT Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) in, or any asset owned by, any member of the Wider CAT Group owned by any third party;

	5.6		result in any member of the Wider CAT Group ceasing to be able to carry on business under any name which it presently does so, the consequences of which would be material in the context of the Wider CAT Group taken as a whole;

	5.7		otherwise adversely affect the business, assets, liabilities or profits of any member of the Wider AstraZeneca Group or of the Wider CAT Group, to an extent in any such case which is material in the context of the Wider AstraZeneca Group or the Wider CAT Group, as the case may be, taken as a whole,

		and all applicable waiting and other time periods during which any such Third Party could take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise so intervene having expired, lapsed or been terminated;

6		all necessary material notifications and filings having been made in connection with the Offer and all statutory and regulatory obligations in connection with the Offer in any jurisdiction having been complied with and all material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions and approvals (“Authorisations”) deemed reasonably necessary or appropriate by AstraZeneca in any jurisdiction for, or in respect of, the Offer and the acquisition or the proposed acquisition of the CAT Shares by AstraZeneca or any member of the AstraZeneca Group having been obtained in terms reasonably satisfactory to AstraZeneca from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider AstraZeneca Group or the Wider CAT Group has entered into contractual arrangements, all or any applicable waiting and other time periods having expired, lapsed or been terminated (as appropriate) and all such Authorisations (together with all material Authorisations deemed reasonably necessary or appropriate to carry on the business of any member of the Wider CAT Group) remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no notice of any intention to revoke, suspend, restrict, amend or not to renew any such Authorisations;

7		save as disclosed in writing to any member of the AstraZeneca Group or its advisers by or on behalf of CAT prior to the date of this announcement or save as publicly announced by CAT prior to the date of this announcement, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Wider CAT Group is a party or by or to which any such member or any of its assets is or may be bound or be subject, which as a consequence of the Offer or the acquisition or the proposed acquisition by AstraZeneca or any member of the Wider AstraZeneca Group of any shares or other securities (or the equivalent) in CAT or because of a change in the control or management of any member of the Wider CAT Group or otherwise, would result, in any

case to an extent which is material in the context of the Wider CAT Group taken as a whole, in:

	7.1		any monies borrowed by, or any other indebtedness, actual or contingent, of, any member of the Wider CAT Group being or becoming repayable, or being capable of being declared repayable immediately or prior to their or its stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

	7.2		the creation or enforcement of any mortgage, charge or other security interest, over the whole or any part of the business, property or assets of any member of the Wider CAT Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

	7.3		any such arrangement, agreement, lease, licence, permit or other instrument being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

	7.4		any assets or interests of any member of the Wider CAT Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

	7.5		any such member of the Wider CAT Group ceasing to be able to carry on business under any name under which it presently does so;

	7.6		the value or financial or trading position or profits of CAT or any member of the Wider CAT Group being prejudiced or adversely affected; or

	7.7		the creation of any liability (actual or contingent) by any member of the Wider CAT Group;

save as disclosed in the Annual Report, publicly announced through a Regulatory Information Service prior to the date of this announcement or disclosed in writing to any member of the AstraZeneca Group or its advisers by or on behalf of CAT prior to the date of this announcement, no member of the Wider CAT Group having since 30 September 2005:

	8.1		issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save as between CAT and wholly owned subsidiaries of CAT and save for the issue of CAT Shares pursuant to or in connection with rights granted under, or the grant of rights under, the CAT Share Schemes);

	8.2		recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of CAT to CAT or any of its wholly owned subsidiaries;

	8.3		other than pursuant to the Offer (and save for transactions between CAT and its wholly-owned subsidiaries or other than in the ordinary course of business) implemented, effected, authorised, proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares

(or the equivalent thereof) in any undertaking or undertakings that is material in the context of the CAT Group taken as a whole or any change in its share or loan capital;

8.4		(save for transactions between CAT and its wholly-owned subsidiaries or other than in the ordinary course of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or interest in any asset that is material in the context of the CAT Group taken as a whole or authorised, proposed or announced any intention to do so;

8.5		(save for transactions between CAT and its wholly-owned subsidiaries) issued, authorised or proposed or announced an intention to authorise or propose, the issue of any debentures or (save for transactions between CAT and its wholly-owned subsidiaries or transactions under existing credit arrangements or in the ordinary course of business) incurred any indebtedness or contingent liability which is material in the context of the CAT Group as a whole;

8.6		entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which involves or is reasonably likely to involve an obligation of such a nature or magnitude which is, in any such case, or which is or is likely to be restrictive on the business of any member of the Wider CAT Group, which is, in any such case, material in the context of the Wider CAT Group;

8.7		entered into or varied to a material extent or authorised, proposed or announced its intention to enter into or vary to a material extent the terms of, or make any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of, any service agreement with any director or, save for salary increases, bonuses or variations of terms in the ordinary course, senior executive of CAT;

8.8		purchased, redeemed or repaid or announced a proposal to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced or made any other change to or proposed the reduction or other change to any part of its share capital, save for any shares allotted in connection with the CAT Share Schemes or as between CAT and wholly owned subsidiaries of CAT;

8.9		waived, compromised or settled any claim which is material in the context of the CAT Group as a whole otherwise than in the ordinary course of business;

8.10		terminated or varied the terms of any agreement or arrangement between any member of the CAT Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the CAT Group taken as a whole;

8.11		(save as disclosed on publicly available registers) made any alteration to its memorandum or articles of association;

8.12		made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes

are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation;

	8.13		been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of any business which is material in the context of the CAT Group as a whole;

	8.14		(other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any corporate action or had any action or proceedings or other steps instituted against it for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction; or

	8.15		entered into any agreement, arrangement or commitment or passed any resolution or made any proposal or announcement with respect to, or to effect, any of the transactions, matters or events referred to in this condition 8;

since 30 September 2005, save as disclosed in the Annual Report, or save as disclosed in writing to any member of the AstraZeneca Group or its advisers by or on behalf of CAT or except as publicly announced by CAT (by the delivery of an announcement to a Regulatory Information Service), in each case prior to the date of this announcement, there having been:

	9.1		no adverse change in the business, assets, financial or trading position or profits of any member of the Wider CAT Group which is material in the context of the Wider CAT Group taken as a whole;

	9.2		no litigation, arbitration proceedings, prosecution or other legal proceedings having been announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider CAT Group and no enquiry or investigation by or complaint or reference to any Third Party against or in respect of any member of the Wider CAT Group having been threatened, announced or instituted or remaining outstanding, against or in respect of any member of the Wider CAT Group and which in any such case might reasonably be expected to have a material adverse effect on the Wider CAT Group taken as a whole; and

	9.3		no contingent or other liability having arisen or become apparent to any member of the Wider AstraZeneca Group which might reasonably be expected to adversely affect any member of the Wider CAT Group and which in any such case is material in the context of the Wider CAT Group taken as a whole; and

save as publicly announced by the delivery of an announcement to a Regulatory Information Service prior to the date of this announcement or as otherwise disclosed in the Annual Report or in writing to any member of the AstraZeneca Group or its advisers by or on behalf of CAT prior to the date of this announcement, AstraZeneca not having discovered:

10.1

that the financial, business or other information concerning the Wider CAT Group publicly announced or disclosed at any time by or on behalf of any member of the Wider CAT Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which is, in any case, material in the context of the Wider CAT Group;

	10.2		that any member of the Wider CAT Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, which is material in the context of the Wider CAT Group taken as a whole;

	10.3		that any past or present member of the Wider CAT Group has failed to comply in any material respect with any applicable legislation or regulations of any jurisdiction or any notice or requirement of any Third Party with regard to the storage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health or otherwise relating to environmental matters or that there has been any such storage, presence, disposal, discharge, spillage, release, leak or emission (whether or not the same constituted non-compliance by any person with any such legislation or regulation, and whenever the same may have taken place), any of which non-compliance would be likely to give rise to any material liability (whether actual or contingent) or cost on the part of any member of the Wider CAT Group and which is material. in any such case, in the context of the Wider CAT Group taken as a whole; or

	10.4		there is, or is reasonably likely to be, any material obligation or liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider CAT Group under any environmental legislation, regulation, notice, circular or order of any Third Party in any jurisdiction, in each case to an extent which is material in the context of the Wider CAT Group taken as a whole.

For the purposes of this Appendix:

"Wider AstraZeneca Group” means AstraZeneca PLC and its subsidiary undertakings, associated undertakings and any other undertakings in which AstraZeneca PLC and such undertakings (aggregating their interests) have a substantial interest; and

"Wider CAT Group” means CAT and its subsidiary undertakings, associated undertakings and any other undertakings in which CAT and such undertakings (aggregating their interests) have a substantial interest.

For these purposes, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated undertaking” have the respective meanings given thereto by the Act, but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act, and “substantial interest” means a direct or indirect interest in 20 per cent. or more of the equity capital of an undertaking.

AstraZeneca reserves the right to waive, in whole or in part, all or any of the above conditions 2 to 10 (inclusive).

If AstraZeneca is required by the Panel to make an offer for CAT Shares under the provisions of Rule 9 of the Code, AstraZeneca may make such alterations to any of the above conditions, including condition 1 above, and terms of the Offer as are necessary to comply with the provisions of that Rule.

The Offer will lapse unless all the above conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by AstraZeneca to be or remain satisfied, by 10.00pm (London time), 5.00pm (New York City time) on the twentieth US business day following the posting of the Offer Document (or in each case such later date as AstraZeneca may determine, in accordance with the City Code and the Exchange Act). AstraZeneca shall be under no obligation

to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of conditions 2 to 10 (inclusive) by a date earlier than the latest date for the fulfilment of that condition notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

The Offer will lapse (unless otherwise agreed with the Panel) if, before the later of the first closing date of the Offer and the date when the Offer becomes or is declared unconditional as to acceptances:

(i)		the OFT has referred the Offer to the Competition Commission; or

(ii)		the European Commission has initiated proceedings under Article 6(1)(c) of the Regulation.

If the Offer lapses, the Offer will cease to be capable of further acceptance and accepting CAT Shareholders and AstraZeneca shall cease to be bound by Forms of Acceptance submitted at or before the time when the Offer so lapses.

APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION

(i)		The value placed by the Offer on the existing issued share capital of CAT is based on 53,195,485 CAT Shares in issue on 12 May 2006, being the last dealing day prior to the date of this announcement.

(ii)		The closing mid-market share prices on 12 May 2006 are taken from the Official List and the closing mid-market ADS quotation on 12 May 2006 is taken from Bloomberg.

(iii)		The average closing price per CAT Share during the twelve months up to and including 12 May 2006 is derived from the Official List, and the average closing price per Eliot ADS during the twelve months up to and including 12 May 2006 is taken from Bloomberg.

(iv)		Unless otherwise stated, the financial information relating to CAT is extracted from the audited consolidated financial statements of CAT for the financial year to 30 September 2005, prepared in accordance with UK GAAP.

(v)		The financial information relating to AstraZeneca PLC is extracted from the audited consolidated financial statements of AstraZeneca PLC for the year ended 31 December 2005, prepared in accordance with IFRS.

(vi)		The financial information relating to AstraZeneca is extracted from the audited consolidated financial statements of AstraZeneca for the year ended 31 December 2004, prepared in accordance with UK GAAP.

(vii)		Unless otherwise noted herein, an exchange rate of £1 : $1.8911, the daily noon buying rate for pounds sterling in New York certified by the New York Federal Reserve Bank for customs purposes on 12 May 2006, the last business day prior to this announcement, have been used throughout this announcement.

APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS

The following holders of CAT Shares have given irrevocable undertakings to accept the Offer:


Name	Number of CAT Shares		% of issued share capital
Paul Nicholson		11,962		0.0225
Peter Chambré		9,529		0.0179
Diane Millet		13,528		0.0254
John Aston		63,599		0.1196
John Brown		278		0.0005
Christopher Marshall		1,166		0.0022
Peter Ringrose		4,101		0.0077
Åke Stavling		3,281		0.0062
John Stocker		83,125		0.1563
TOTAL		190,569		0.3582

APPENDIX 4
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.


“Acceptance Condition”		the condition as set out in paragraph 1 of Appendix 1 to this announcement

“Acceptance Forms”		the Form of Acceptance and, in relation to holders of CAT ADSs only, the Letter of Transmittal and the Notice of Guaranteed Delivery, relating to the Offer

“Act”		the Companies Act 1985, as amended

“Annual Report”		the annual report and accounts of CAT for the year ended 30 September 2005

“AstraZeneca”		AstraZeneca UK Limited or, as the context requires, AstraZeneca PLC

“AstraZeneca Group”		AstraZeneca PLC, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which AstraZeneca and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or equivalent

“Australia”		the commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and all political sub-divisions thereof

“Authorisations”		has the meaning given to it in paragraph 7 of Appendix 1 of this announcement

“Canada”		Canada, its provinces and territories and all areas subject to its jurisdiction and all political sub-divisions thereof

“CAT” or the “Company”		Cambridge Antibody Technology Group plc

“CAT ADRs”		American Depositary Receipts issued by CAT under the deposit agreement representing the right to CAT ADSs

“CAT ADSs”		American Depositary Shares, each representing one CAT Share, evidenced by CAT ADRs

“CAT Group”		CAT, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which CAT and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent

“CAT Shareholders” or “Shareholders”		the holders of CAT Shares and/or CAT ADSs, as the case may be


“CAT Share Schemes”		the CAT Executive Incentive Plan, the CAT Company Share Option Plan and the CAT Inland Revenue Approved Employee Share Ownership Plan

“CAT Shares”		the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of CAT (including those represented by CAT ADSs) and any further such ordinary shares which are unconditionally allotted or issued while the Offer remains open for acceptance or before such earlier date as AstraZeneca (subject to the City Code) may determine, not, unless the Panel so permits, being earlier than the date on which the Offer is declared unconditional as to acceptances or, if later, the first closing date of the Offer

“City Code” or “Code”		the City Code on Takeovers and Mergers

“Exchange Act”		the United States Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder

“Form of Acceptance”		the form of acceptance and authority to be issued in connection with the Offer and which will accompany the Offer Document

“FSA”		the Financial Services Authority

“Goldman Sachs International”		Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB

“IFRS”		International Financial Reporting Standards

“Interim Regulations”		the Takeovers Directive (Interim Implementation) Regulations 2006

“Japan”		Japan, its cities and prefectures, territories and possessions

“Letter of Transmittal”		in relation to CAT ADSs, the letter of transmittal relating to the Offer which is being sent with the Offer Document for use by holders of CAT ADSs wishing to accept the Offer

“LIBOR”		the British Bankers Association Interest Settlement Rate (rounded down, if necessary, to four decimal places) which is quoted as of 11.00 a.m. on the first Business Day of the relevant interest period on the appropriate page of Reuters screen (or such other page or service as may replace it for the purpose of displaying London inter-bank sterling offered rates of leading reference banks) as being the interest rates offered in the London inter-bank market of six month sterling deposits

“Listing Rules”		the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority’s publication of the same name


“Loan Note Alternative”		the alternative by which CAT Shareholders (other than CAT Shareholders in any Restricted Jurisdiction) who validly accept the Offer may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise have been entitled under the Offer

“Loan Note Instrument”		the instrument constituting the Loan Note

“Loan Notes”		the floating rate unsecured Loan Notes due 2011 of AstraZeneca to be issued pursuant to the Loan Note Alternative

“London Stock Exchange”		London Stock Exchange plc

“Morgan Stanley”		Morgan Stanley & Co. Limited in its capacity as financial adviser to CAT and / or, as the context requires, Morgan Stanley & Co. International Limited in its capacity as joint corporate broker to CAT, each of 25 Cabot Square, Canary Wharf, London E14 4QA

“Notice of Guaranteed Delivery”		the notice of guaranteed delivery relating to the Offer for use by holders of CAT ADSs, which will accompany the Offer Document

“Offer”		the recommended cash offer being made by AstraZeneca to acquire the whole of the issued and to be issued share capital of CAT not otherwise held by AstraZeneca on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance, including, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder

“Offer Document”		the document to be despatched on behalf of AstraZeneca containing the terms and conditions of the Offer and, where appropriate, any other document(s) containing terms and conditions of the Offer constituting the full terms and conditions of the Offer

“Official List”		The Official List of the UK Listing Authority

"OFT Condition”		the condition as set out in paragraph 2 of Appendix 1 to this announcement

“Panel”		The Panel on Takeovers and Mergers

“Regulation”		has the meaning given to it in paragraph 3 of Appendix 1 of this announcement

“Regulatory Information Service”		any of the services set out in Appendix 3 to the Listing Rules


“Restricted Jurisdiction”		any of the United States, Australia, Canada or Japan or any jurisdiction where extension or acceptance of the Loan Note Alternative would violate the law of that jurisdiction

“Restricted Overseas Persons”		a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom AstraZeneca reasonably believes to be in, or resident in, the United States, Canada, Australia or Japan and persons in any other jurisdiction (other than persons in the UK) whom AstraZeneca is advised to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which AstraZeneca regards as unduly onerous

“SEC”		the United States Securities and Exchange Commission

“Securities Act”		the United States Securities Act of 1933 (as amended) and the rules and regulations promulgated thereunder

“Third Party”		has the meaning given to it in paragraph 6 of Appendix 1 of this announcement

“UKLA”		the UK Listing Authority, being the Financial Services Authority Limited acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services and Markets Act 2000

“United Kingdom” or “UK”		the United Kingdom of Great Britain and Northern Ireland

“United States” or “US”		the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia

“US dollar” or “US$”		the lawful currency of the United States

For the purposes of this announcement, “subsidiary”, “subsidiary undertaking”, “undertaking” and "associated undertaking” have the respective meanings given thereto by the Act, but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act.

References to “blockbuster product” mean a product having annual sales in excess of US$1 billion.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

£ and pence means Pounds and Pence Sterling, the lawful currency of the United Kingdom.

EX-99.A.2 3 u50264exv99waw2.htm EX-99.A.2 EX-99.A.2

This presentation does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer for or buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document, the Form of Acceptance and Letter of Transmittal accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted and any restrictions on the extent to which the Offer is capable of acceptance in certain jurisdictions. Goldman Sachs International, which is authorised and regulated by the Financial Services Authority is acting exclusively for AstraZeneca UK Limited ("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 herein. Morgan Stanley is acting exclusively for Cambridge Antibody Technology Group plc ("CAT") in connection with the Offer and no one else and will not be responsible to anyone other than CAT for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Offer or any other matters referred to herein. Copies of this presentation and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from Canada or Japan or any other jurisdiction where to do so would be unlawful. In the United States, AstraZeneca will file a Tender Offer Statement containing the Offer Document and other related documentation with the US Securities and Exchange Commission (the "SEC") on Schedule TO and CAT will file a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 on or around the date an Offer Document is mailed to CAT shareholders, including holders of CAT American Depositary Shares (collectively, "CAT Shareholders"). Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by AstraZeneca or CAT in connection with this Offer will be available from the date an Offer Document is mailed to CAT Shareholders on the SEC's website at http://www.sec.gov. The Offer Document, the Form of Acceptance and the Letter of Transmittal accompanying the Offer Document will be made available to all CAT Shareholders at no charge to them. CAT Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance and Letter of Transmittal when they are sent to them because they will contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information. This presentation may contain certain forward-looking statements about AstraZeneca and CAT which are subject to risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. We have identified the forward-looking statements by using the words 'anticipates', 'believes', 'expects', 'intends' and similar expressions in such statements. Important factors that could cause actual results to differ materially from those contained in forward- looking statements, certain of which are beyond our control, include, among other things: difficulties in integrating CAT, unexpected and greater costs arising out of the offer for CAT or the integration of AstraZeneca and CAT; regulatory conditions being imposed on the acquisition of CAT; the loss or expiration of patents, marketing exclusivity or trade marks by either AstraZeneca or CAT; 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; the risk of failure to observe ongoing regulatory oversight; the risk that new products do not perform as we expect; and the risk of environmental liabilities. For further discussion of factors that may could cause AstraZeneca's or CAT's actual results to differ from expectations, you should read AstraZeneca's and CAT's most recent respective UK Annual Report and filings and submissions to the SEC, including the Annual Reports on Form 20-F. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation. Except as required by law or the UK Listing Rules, AstraZeneca does not undertake any obligation to publicly release any update or revisions to these forward-looking statements. Disclaimers: Exhibit 99.(a)(2)

Strategic Context Strengthening the pipeline is AstraZeneca's top priority Biological therapeutics offer excellent prospects for growth This offer will transform AstraZeneca's approach to biological therapeutics

Offer of £13.20 per share Unanimously recommended by CAT Board Irrevocable undertakings to accept from each CAT Director Offer document to be posted shortly Closing expected around the end of June 2006 Recommended offer

CAT - the key asset World class people and proprietary technology Phage and ribosome display platforms producing: Now: Optimised full-sized, fully human antibodies Future: Optimised peptides, proteins and protein fragments Providing a foundation for AstraZeneca's biological therapeutics strategy

AstraZeneca strategy Both biologics and small molecules required for a balanced strategy for the future AstraZeneca has leading small molecule expertise CAT provides the foundation for a biologicals approach Complementary to AstraZeneca's existing biologicals capabilities Builds on successful ongoing alliance Provides critical mass and a foundation for future growth in biological therapeutics Accelerating delivery of a pipeline of new medicines from both sources

Fast and rational path to proof of principle in man Lower attrition in development Complementary and synergistic with small molecule approaches R&D benefits of biological therapeutics

Implementation Research scope broadens AstraZeneca's science base Pipeline scale From 2010, up to 25% of drugs for full-scale development to be biological therapeutics Best of both organisations CAT's 'distinct' culture to be preserved breadth of AstraZeneca's capabilities available Key positions retained by CAT executives and scientists Led from Cambridge, UK

Building a global biopharmaceutical capability AstraZeneca Major Pharma leader with global research and commercial capabilities Resourced to transform CAT into a major biological therapeutic player Build beyond the existing successful alliance Combine strong R&D capabilities to build a world class biotechnology capability centred around CAT Invest to bring forward next generation of biologic therapeutics and technology Add global sales and marketing reach to CAT's R&D capabilities Enhanced science base to deliver a stronger flow of new medicines to patients worldwide CAT Leading UK-based Biotech company with a strong research platform to deliver innovative biological therapeutics

The vision Small Molecules Biologicals Late stage development Products meeting patients' needs

EX-99.A.3 4 u50264exv99waw3.htm EX-99.A.3 EX-99.A.3

Exhibit 99.(a)(3)

Page 1

In the United States, AstraZeneca PLC (“AstraZeneca”) will file a Tender Offer Statement containing the Offer Document and other related documentation with the US Securities and Exchange Commission (the “SEC”) on Schedule TO and Cambridge Antibody Technology Group plc (“CAT”) will file a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 on or around the date an Offer Document is mailed to CAT shareholders, including holders of CAT American Depositary Shares (collectively, “CAT Shareholders”). Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by AstraZeneca or CAT in connection with this Offer will be available from the date an Offer Document is mailed to CAT Shareholders on the SEC’s website at http://www.sec.gov. The Offer Document, the Form of Acceptance and the Letter of Transmittal accompanying the Offer Document will be made available to all CAT Shareholders at no charge to them. CAT Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance and Letter of Transmittal when they are sent to them because they will contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information.

This presentation may contain certain forward-looking statements about AstraZeneca and CAT which are subject to risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. We have identified the forward-looking statements by using the words ‘anticipates’, ‘believes’, ‘expects’, ‘intends’ and similar expressions in such statements. Important factors that could cause actual results to differ materially from those contained in forward-looking statements, certain of which are beyond our control, include, among other things: difficulties in integrating CAT, unexpected and greater costs arising out of the offer for CAT or the integration of AstraZeneca and CAT; regulatory conditions being imposed on the acquisition of CAT; the loss or expiration of patents, marketing exclusivity or trade marks by either AstraZeneca or CAT; 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; the risk of failure to observe ongoing regulatory oversight; the risk that new products do not perform as we expect; and the risk of environmental liabilities. For further discussion of factors that may could cause AstraZeneca’s or CAT’s actual results to differ from expectations, you should read AstraZeneca’s and CAT’s most recent respective UK Annual Report and filings and submissions to the SEC, including the Annual Reports on Form 20-F. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation. Except as required by law or the UK Listing Rules, AstraZeneca does not undertake any obligation to publicly release any update or revisions to these forward-looking statements.

* * * * *

AstraZeneca Plc Headquarters
Moderator: David Brennan, Jonathan Hunt, Peter Chambre, John Patterson
15^th May 2006
10:30

Operator: Good day ladies and gentlemen, and welcome to today’s AstraZeneca and Cambridge Antibody Technology Analyst conference call. For your information, this conference is being

Page 2

recorded. At this time, for opening remarks, I would like to hand the call over to Jonathan Hunt. Please go ahead.

Jonathan Hunt: Thank you operator and welcome ladies and gentlemen. Joining the call today via telephone from Wilmington Delaware, is AstraZeneca Chief Executive David Brennan. Here with me in Cambridge is Dr John Patterson, Executive Director of Development for AstraZeneca and Jon Symonds, our Chief Financial Officer. Of course, our host for this morning’s call is Peter Chambre, Chief Executive of Cambridge Antibody Technology.

Before I hand over to David, I’d like to read the following statement: Participants on this call may make certain forward-looking statements about AstraZeneca and CAT which is subject to risk and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. Forward looking statements have been identified by using the words ‘anticipates’, ‘believes’, ‘expects’, ‘intends’ and similar expressions similar expressions in such statements. Further discussion of factors that may cause AstraZeneca’s or CAT’s actual results to differ from expectations, you should read AstraZeneca and CAT’s most recent respective UK Annual Reports and filings and submission to the SEC, including their Annual Reports on Form 20-F. You’re cautioned not to place undue reliance on any forward-looking statements which speak only as of the date of this call. Except as required by law or the UK Listing Rules, neither AstraZeneca nor CAT undertake any obligation to publicly release any update or revisions to these forward-looking statements.

With that, I’ll now turn the call over to David Brennan.

David Brennan: Thank you Jonathan. Good morning. I hope you’ve had a chance by now to read the press release that we issued a bit earlier today. Our purpose on this call this morning is to provide details of our offer for CAT and to put it into a strategic context. But before we do that,

Page 3

I’d like to hand you over to Peter Chambre, the CEO of CAT and ask him to give you his perspective.

Peter Chamre: Thank you David. I’m very please to be with you today. I’m joined here at CAT today by John Aston, our CFO. CAT’s vision is to build one of the world’s outstanding biopharmaceutical companies, bringing improvements to patients’ lives and in this way to create outstanding value for our shareholders. We believe that today’s offer will allow that vision to be realised more rapidly. CAT’s always known for its outstanding technologies, however in 2004 we took the view that in order to propel CAT forward and to develop our pipeline, we needed a major partnership.

We now started our strategic alliance with AstraZeneca in November 2004. I cannot speak too highly of AstraZeneca’s leadership and people. The alliance has been outstanding. The complementary scientific capabilities and cultures have enabled the alliance to meet or beat every goal that we’ve set for it. CAT has such a breadth and depth of technology that a company of our size simply does not have the resources required to realise its full potential in developments and therapeutics. However, with the resources of AstraZeneca behind it, that can change. This therefore is an example of the continuing successful development of a UK biotechnology company.

We believe that today’s offer is good for shareholders. We also believe that the offer is good for patients. More patients have the prospect of receiving medicines from CAT’s technology than we could have achieved alone. We also believe that it will offer great opportunities for the people of CAT who’ve contributed to our success to date. David?

David Brennan: Peter, thank you for that endorsement. Before I provide details of the offer and then invite John Patterson to go into more detail, let me say a few words about the overall strategic context of the deal from an AstraZeneca perspective. Since becoming Chief Executive of AstraZeneca, my number one priority has been to strengthen our pipeline of new medicines by

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increasing the productivity of our own R&D and by the selective accessing of products and technology from external sources. Our approach I think is clear, for example the recent collaboration on the marketed anti-cancer drug Abraxane and our in-licensing from AtheroGenics of AGI-1067 are aimed squarely at bolstering our near term pipeline as well. The deal with Protherics adds an exciting opportunity to our mid-stage pipeline.

So overall, the deals over the last six months have largely dealt with short and mid-term priorities. This deal, along with the acquisition of KuDOS Pharmaceuticals, is firmly focussed on AstraZeneca’s long-term product pipeline. The growing contribution of biological therapeutics to global pharmaceutical market growth is very clear and strongly influenced the establishment in 2004 of our existing partnership with CAT, by which time we took an equity interest that now represents approximately 19.2% of the issued share capital of the company. This partnership, as Peter said, has been very successful and we believe that by broadening the scope of it with today’s offer, we have the opportunity to enhance our science base and strengthen our pipeline in the long term. The offer is part of a strategic decision to introduce a biological therapeutics R&D strategy alongside our existing strengths in pharmaceutical research and development.

Let me now summarise the details of today’s offer. Today’s recommended offer of £13.20 per share has received the unanimous recommendation of the CAT board, who have each given irrevocable undertakings to accept. The offer will be posted to the CAT shareholders shortly and we expect to close around the end of June 2006. At that time I’m confident we will have in place the foundation to build through further investment and acquisition, biological therapeutic R&D capability which, alongside our existing small molecule expertise, has the potential to further enhance AstraZeneca’s position among the leaders in global health care.

Now to take you through the rationale in more detail, let me hand you over to John Patterson. After John’s presentation we’ll take questions. Jon Symonds, our CFO, is also on the call and will participate in the Q&A. John Patterson, over to you.

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John Patterson: Thank you David. What I’d like to do this morning, is to give you a feel for the rationale behind our offer for CAT and to how we see it impacting on our research and development going forward. Why CAT? Well the decision for us was simple. Our experience to date of our existing partnership has been outstanding. We now know each other well and we know that we can work together. We’ve been continually impressed with the passion, professionalism and quality of the people at CAT and equally impressed with the quality of the science and the technology. Most importantly, the alliance is delivering. So far, the discovery output has met or exceeded all of the targets we jointly set.

The assets we will acquire with CAT are documented in the press release and whilst these are important, above all else we will be acquiring the key asset, an organisation with world class people and valuable proprietary technology. The combination of CAT’s large and well-defined display platforms gives us access to optimise full size human monoclonal antibodies. For the future, it also brings access to a wider range of optimised peptides, proteins and protein fragments, offering the prospect of playing a key role in the development over the next generation, of biological therapeutics.

While CAT is modest in size relative to AstraZeneca’s R&D organisation, it will be an important addition and we see this deal as both significant and strategic. It will provide a foundation for our biological therapeutic strategy and has the potential to make a substantial difference to the way we discover and develop medicines. We will apply its capabilities across all of AstraZeneca’s target therapeutic areas.

One look at the marketplace today, yes, to fully meet the medical needs of patients, we need access to both biological therapeutics and small molecules. AstraZeneca already has leading small molecule expertise and we intend to use CAT as a foundation upon which to build a new organisation capable of enhancing our ability to deliver new biological medicines to the market.

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As I’ve said, I believe CAT has world class biological capabilities, giving AstraZeneca access to the most rapidly developing pharmaceutical business sector, with both human monoclonal antibodies and potentially opening the door to the next generation of biological therapeutics. Its capabilities are almost complementary to our existing biological expertise we’ve been building up rapidly through in-house investment and external partnerships.

This future capability will be built on the back of a very successful alliance in the area of respiratory and inflammatory diseases. Finally, CAT will provide AstraZeneca with biological critical mass and will form a foundation for future investments and growth, accelerating the delivery of a pipeline of medicines from both biological and small molecule sources. There are clear benefits of a biological therapeutic approach in the context of drug development. Rationally selected biologicals with appropriate biomarkers, offer a rapid pathway to proof of principle in man, with a different risk profile to that offered by small molecules. Such approaches are both complementary to and synergistic with small molecule programmes, enabling previously intractable targets to be accessed and also opening the prospects of identifying new options for small molecules, enforced by good human translational science and pharmacology.

The changes triggered by the CAT acquisition will be important for us to benefit both in scope, broadening first our science base and laterally our product portfolio and also in scale, as we use the biological route to expand our pipeline. We intend to utilise the best of both organisations, with an innovation-led culture being paramount. We’ll look to preserve the distinct culture of CAT while at the same time, gaining the benefits available to us throughout the breadth and depth of AstraZeneca’s global R&D capabilities. That looks like a central row within our biological strategy and this importance will be reflected by the focus we place on the retention and the engagement of CAT’s executives and scientists. Their involvement will be key to the development of AstraZeneca’s further plans. AstraZeneca’s biological organisation will be international, so reflecting CAT’s importance will be led from Cambridge UK. We intend, over the long run, to improve our R&D productivity, enhance our product pipeline and participate in the growth of the

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market. We’re taking another step in this process by creating a globally competitive biological capability.

So let me now summarise. We’re building a global biopharmaceutical capability through the combination of AstraZeneca, a global heathcare company with the resources to create a major biological therapeutics business and CAT, a leading UK-based biotech company with the technological capabilities to accelerate AstraZeneca’s biological therapeutics. The plan is to build beyond the existing successful alliance, to establish a world-class biotech organisation centred around CAT in Cambridge UK. AstraZeneca will invest in developing to bring the fruits of this alliance to the marketplace and we’ll use its global sales and marketing reach to make them successful. So our vision is really clear. The addition of CAT to our organisation, will enable us to build a competitive biologicals capability that will work in tandem with our existing small molecule organisation, providing candidate drugs to fuel a late-stage development pipeline, thereby a strong flow of new medicines to patients worldwide.

With that summary, I’d like now to move to Q&A. As David is joining the call remotely from Wilmington, I will chair the session, so let me hand you back to the operator now to set up the Q&A session. Operator?

Operator: Thank you. The question and answer session will be conducted electronically. If you would like to ask a question, please do so by pressing the * key followed by the digit 1 on your touchtone telephone. If you are using a phone with a mute function, please make sure your mute function is turned off to allow your signal to reach our equipment. We will proceed in the order that you signal us and we will take as many questions as time permits. Once again, please press *1 on your touchtone telephone to ask a question. We will pause for just one moment to give everyone an opportunity to signal for questions. Our first question comes from Max Herrmann with ING Bank. Please go ahead.

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Max Herrmann: Hi morning gentlemen.

John Patterson: Morning.

Max Herrmann: Just three quick questions. Firstly, on the actual valuation, I just wanted to get a bit of a feel for how AstraZeneca came up with a fair value for CAT? Secondly, just on the two programmes that CAT has in the clinic, 384 and 3888, just would those projects now be developed fully in-house, or what are the plans for there? And then finally you’ve made quite a lot of stall on the actual fact that the programme with the collaboration with CAT and AstraZeneca has gone extremely well, can you give us a little timeline for when you expect the first antibodies from the programme to start reaching the clinic. Thanks very much.

John Patterson: Ok, thank you for that one, why don’t we ask Jon Symonds to talk about the valuation first.

Jon Symonds: Morning Max.

Max Herrmann: Good morning.

Jon Symonds: I think if you look at many of the analysts notes that surround CAT, I think one thing becomes clear, is that many of the price targets which are upwards of £9, some beyond, largely recognise the physical recognisable assets of CAT, around cash, the HUMIRA income stream and maybe some of the late stage pipeline. We’ve got virtually no recognition of the technology platform or the collaboration, and it was somewhat of a perplexing fact to us as to why the share price was where it was, so I don’ t think the existing base share price is an appropriate base on which to compute the premium. So that said, value in the technology base is difficult, it’s like valuing the key without the lock and what we brought together is the key and the lock, and therefore the experience that we have had over the last 18 months is not only valuable,

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productive but sets a tremendous platform going forward. So when you net it back, I think we’ve paid a full price, its fair but the access to the technology across the scale of AstraZeneca is a sensible long term investment and we’re very, very happy with how it’s all worked out.

John Patterson: Thank you, Jon. In terms of the two compounds you mentioned 354, which is the interleukin 13 agent, it in Phase I clinical development for Asthma, which is one of our key areas and obviously we’ll take that into a development pipeline. The two oncology agents of which 3888 is one, we will be assessing as part of our total oncology package and see where we’re up to, one of them is in Phase I and the other one is close to IND but again both in core therapeutic areas to us.

The third part of your question was in relation to timelines, perhaps the best way of saying it is that we expect by the end of this year that our alliance will nominate the first potential medicine to go into our development portfolio. That would be two years from start of that alliance which is a tremendous achievement. Beyond that how long it takes to get the demand obviously depends on how successful it is and all the usual factors, but of course, monoclonal’s tend to be a bit quicker through their preclinical phases than the small molecules.

So thank you for your question, can we go to the next question please.

Operator: Thank you. Our next question comes from Graham Parry with Merrill Lynch. Please go ahead.

Graham Parry: Good morning. I just first a quick question on the partnered products and what happens to them as a result of the deal. Do the partners have any rights to acquire full rights to those products, or do you have any rights to reacquire them back in, or do you expect the agreements just to continue as they have been? Secondly on the unpartnered products, can you give us a feel for perhaps which ones you see as the most interesting? You’ve referred to the ones that are

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in clinical development and if you can give us a feel for what you see as the key assets from the deal, from that perspective? And then thirdly, just a technical accounting question, on the intangible assets, presumably you’ll have to revalue a 100% of the intangibles rather than just the 80% that you’ve effectively been acquiring here, if you can just confirm that as well. Thanks.

John Patterson: Ok, well we’ll go to Jon for the intangibles. In the terms of the partnered products, Peter Chambre, or John Aston, who would like, might want to make any comments.

John Aston: Yes, I mean the key part of the programme, it’s John Aston here, the key part of the programme in our portfolio is the compound GC-1008 which is a joint venture with Genzyme, but there is a change of control for that agreement which gives Genzyme certain options and they will need to determine or we’ll meet for discussions with them about that.

Peter Chambre: The rest of the license pipeline are as the term describes licensed to our partners ABT-874, the programmes in the clinic with Human Genome Sciences and with Wyeth, and our interest and therefore with this offer completing AstraZeneca’s interest is a financial one in those.

John Patterson: As far as the unpartnered products are concerned, let me deal with it in two ways. Firstly, the major driver for this acquisition is about the technology, the people and the future products. The unpartnered products are obviously of interest to us, we’ll be assessing them as part of this process and we can talk to you more about that on our R&D day or our annual business review on June 8^th.

Jon Symonds: And on the accounting Graham, we will be valuing a 100% of the assets, we haven’t yet determined the intangible assets to which they will be allocated to and what any residual unamortised goodwill will be. But we will be valuing at 100% and a substantial proportion of it will be intangibles to the amortised over the determined life.

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Graham Parry: Ok and is it too early to think about any restructuring charges at this point?

Jon Symonds: Well there is no intention to restructure. The beauty of this is that we are acquiring all of what we want and so, therefore, there is no restructuring, if anything, there’s likely to be further investment.

Graham Parry: Ok, that’s brilliant. Thank you very much.

Peter Chambre: Thank you Graham and the next question please.

Operator: Thank you. Our next question comes from Jo Walton with Lehman Brothers. Please go ahead.

Jo Walton: Good morning. Just an accounting question to start with, where will we see the royalty income from HUMIRA in your P&L, which line item will you put it in? And when it comes to the intangible asset amortisation, presumably a large intangible asset will be the HUMIRA royalty income, so there will be some immediate amortisation against that and would the rest of it be to do with the R&D, so the amortisation will only really kick in when those products come to the market? The second question is just about the retention of staff, I see there are special payments to keep people beyond one year. As I understood it that one of the reasons for having an arms length relationship with biotech companies was to enable biotech company staff to be remunerated, incentivised surrounding their own activities, rather than be diluted by what is happening to Toprol XL or whatever. Is there some mechanism that you’re going to put in place to keep these staff, that you obviously valuing extremely highly in terms of your acquisition, so that they keep being incentivised relevant to just that bit of the business or does it just roll into a big AstraZeneca programme? And finally, can I just get, a bit more sense on this interesting statement that 25% of your products will be biological based by 2010? If you’re going to have, the same number of products in development by 2010 as your peers do, I don’t know, looking at

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average number of products per dollar of sales today, you’ve got to really go some to get more products, and to then have 25% of them biologically based. Can you give us some idea of how many products you think CAT maybe able to deliver to you, to be in full development by 2010? Because it sounds like a lot.

John Patterson: Ok, we’ll let Jon, pick up on the first part and then I’ll follow in on the other two bits?

Jon Symonds: I think we’ve yet to nail down all the individual lines, HUMIRA is a good example, if we’ve paid fair value for HUMIRA then the amortisation charge unwinds largely offsets the income flow. So it will be relatively neutral in our P&L, but it will probably be around the — it’ll most likely be on other income.

Jo Walton: What, coming in and going out?

Jon Symonds: Oh, they’ll definitely be matched, it’ll make much more sense to do it that way.

Peter Chambre: Ok and in terms of the other two parts Jo, retention of staff, yes, you’re right, there are key and valuable and strategic asset, and therefore, we will be making efforts to make sure that their efforts are rewarded appropriately. We will be in a position to share our proposals with them at the point when the deal closes, but at this point in time, they remain employees under their current terms and conditions. Then your question about the pipeline flow is an important one. What we said was that one in four compounds from 2010, not by 2010, coming from biologicals entering our later phases of development. Now that isn’t just from CAT, where we obviously have the Abgenics deal ongoing as well and we have a number of other sources of biologicals. That is our strategic intent and we wouldn’t expect them all to from CAT, although going forward beyond that we would expect the vast majority in the longer term to come from that direction. And it’s about looking at the attrition rates for small molecules; you shouldn’t look at numbers of CD’s

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entering development. You should look at those that get through proof of principal or proof of concept into the later years to get to those numbers.

Jo Walton: I don’t like to be nit-picky but actually in the document it does say by 2010, not from 2010 on page 2.

John Patterson: Apologies for that.

Jo Walton: I suspect you’ve all been very busy.

John Patterson: We certainly have Jo, and thank you for pointing that out. Can we move onto the next question please?

Operator: Thank you. Our next question comes from Mattias Haggblom with ABN Amro. Please go ahead.

Mattias Haggblom:Good morning gentlemen. Thanks for taking the question. Basically two questions: should we see this as the step for AstraZeneca to biological or as a significant possibility in the initial step and that we should expect more to come in terms of licensing opportunities and complementary M&A. And then secondly, following this suggested transaction, what would your acquisition capacity be following this? Thanks.

John Patterson: I wonder if David Brennan might want to comment on our strategic approach generally, and then Jon can talk about capacity afterwards. David?

David Brennan: Yes, as I said in my opening comments, we see this as an important step, you ask is it the step? I think it’s a central part of what we believe can be the basis for our biologic strategy going forward, but I did specifically state we do expect to continue to look for opportunities for

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licensing, as well as for acquisition in this area. But I think it needs to line up with what Jon described as the platform that this represents to us from a technology perspective, because our opportunity to extend that across more therapeutic areas than where we currently use it, is a significant one. And it’s why I think, Jon Symonds said a moment ago, rather than worry about restructuring, we’re thinking more about investment, so I’ll leave it at that.

Jon Symonds: Yes, I think that’s a good point for me to pick it up, rather than seeing a flurry of deals around this. I think our first priority is to understand what investments are needed to enable the current CAT organisation to fulfil its full potential. There are clearly many investment opportunities, both in earlier stages of the technology evolution, as well as enabling them to support more than just the respiratory and inflammation therapeutic area that we have today. So this is very much the heart of our thinking on our future biological strategy. In terms of our capacity and notwithstanding the previous comments, our free cash flow last year was of the order of $6 billion, so that with our existing cash resources doesn’t really jeopardise our ability to transact where we believe that we can offer a substantial short, medium and long term value.

Mattias Haggblom:Excellent. Thanks.

Peter Chambre: Thank you Mattias. Next question please operator.

Operator: Thank you. We now move to a question from David Adlington with Cazenove. Please go ahead.

David Adlington: Hi, the question for Peter Chambre. Peter, I just wondered if you had any conversation with Genzyme and their thoughts on accepting the offer.

Peter Chambre: David, Genzyme saw the offer this morning and they’re not awake yet, well they maybe, it depends on when they wake up. Therefore the answer is no.

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David Adlington: Ok, thanks.

Peter Chambre: Thank you. Next question please.

Operator: Thank you. Our next question comes from Sam Williams with Lehman Brothers. Please go ahead.

John Patterson: Good morning.

Sam Williams: Morning. Sorry, I actually dropped off the call and this may have been asked already by my colleagues, but in terms of the retention package, how you hope to keep key CAT personnel in place, if you could just ...?

Peter Chambre: Well we have actually answered that already.

Sam Williams: Ok, don’t worry then.

Peter Chambre: Ok, thank you. Can we move to the next question please?

Operator: Thank you. Once again if you would like to ask a question, please press *1 now. Our next question comes from Jerome Berton with Aurel Leven Securities. Please go ahead.

Jerome Berton: Yes, good morning gentlemen. Just a question if I may, you said that there will not be any restructuring charge, does it mean that you don’t expect any synergies coming from this deal, and if there are some, would you be able to quantify them? And secondly, just to come back briefly on your pipeline, when you talk about HUMIRA and the extension of indications with Abbott

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and the compound with Wyeth, and with HGSI, sorry, is there any call there able to be exercised by these companies or at least deal with CAT? Thanks.

John Patterson: Ok, just to — again strategically this is all about growing the CAT organisation, not about taking synergies out and looking for increased efficiency. So from a business perspective overall, we’re absolutely not going in that route. Jon, do you want to ...?

Jon Symonds: Oh, no, the synergies we’re actually looking for is the ability to utilise the CAT technology platform and capabilities across our broader portfolio. We’ve learnt enough and seen enough with what they’re able to do in one therapeutic area, so the synergies that we are looking for are positive synergies and not the cost saving type that usually accompanies acquisitions. We’re not in that mind at all.

John Patterson: ‘Scientific synergies’ is what we’re all about, in this case between the people and that’s what we’ve had for the last 18 months with our current alliance. In terms of your question on the pipeline, there are royalty streams from those that will remain and there’s no sort of put or call type of the activities that you might consider.

Jerome Berton: Ok. Thanks.

John Patterson: The next question please?

Operator: Thank you. As a final reminder, if you would like to ask a question, please press *1 now. We will now take a question from Stefan Wikholm with Nordea. Please go ahead.

Stefan Wikholm: Thank you.

John Patterson: Morning Stefan.

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Stefan Wikholm: Good morning. Considering the fact that you have a pretty small acceptance from CAT shareholders so far, can you please inform us a little bit about the shareholder situation in CAT?

John Patterson: Well 19% of them are voting yes. Yes, absolutely.

Jon Symonds: I can confirm Stefan that we will irrecoverably commit our 19% shareholding to this, we’re already somewhere along. I mean what we have described of the irrecoverable commitment from the Board of CAT and they’re the only ones that we have sought. The offer document will go out relatively soon and that will start the process for soliciting other acceptances.

Stefan Wikholm: There is no one else holding more than 10%?

Jon Symonds: No, the next largest shareholder I believe is 8%.

Stefan Wikholm: Good thank you.

John Patterson: Thank you Stefan. We’ll take one last question please?

Operator: Thank you. We’ll now take a question from Ben Yeoh with Dresdner Bank. Please go ahead.

Ben Yeoh: Good morning. I was just wondering what type of additional investment AstraZeneca are going to put into CAT, either in terms of money or personnel over the next two or three years. Are we talking about significant investment in this part of the business?

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Jon Symonds: I think we have not yet full evaluated the plans, what is clear is the opportunity, I think exactly over what time scale and what the priorities will be. I think that still has to be determined and we will be thinking those through very carefully over the coming weeks and months. But I don’t think you are going to be looking at investments of an enormous magnitude given the overall scope and scale of our R&D budget and our commitment as we said to you on a number of occasions that we believe that we are at the bottom of the investment cycle, so we’ve got the capacity to make the investments that we believe are necessary for the long term.

Ben Yeoh: Ok, thank you very much.

Peter Chambre: And I gather we have one supplementary question from Sam Williams, if you want to just come in on that now, Sam.

Operator: Thank you. Sam Williams with Lehman Brothers for a follow up question, please go ahead.

Sam Wiliams: Yes, closure by the end June implies that you believe there are no antitrust issues, as well as being able to file the offer documentation very quickly, is that reasonable? And can you give any further details on the timeline of the deal whatsoever?

Jon Symonds: Well we think the antitrust implications are insignificant or minimal. There are still one or two formal processes that we have to go through. As we said, our intention is to post the offer document as soon as possible, which should lead to a completion by the end of June.

Sam Williams: Ok.

John Patterson: Ok, thank you for that and thank you ladies and gentlemen for your questions today. I’m afraid we’re going to have to close down, but I’m sure our investor relation staff will be delighted

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to take calls from you, if you’ve got anything further to ask. So thank you all for your time today and good morning.

Operator: That will conclude today’s conference. Thank you for your participation. You may now disconnect.

EX-99.A.4 5 u50264exv99waw4.htm EX-99.A.4 EX-99.A.4

Offer for Cambridge Antibody Technology (CAT) a major long-term strategic investment in biological therapeutics Exhibit 99.(a)(4)

This presentation does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer for or buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document, the Form of Acceptance and Letter of Transmittal accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted and any restrictions on the extent to which the Offer is capable of acceptance in certain jurisdictions. Goldman Sachs International, which is authorised and regulated by the Financial Services Authority is acting exclusively for AstraZeneca UK Limited ("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 herein. Morgan Stanley is acting exclusively for Cambridge Antibody Technology Group plc ("CAT") in connection with the Offer and no one else and will not be responsible to anyone other than CAT for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Offer or any other matters referred to herein. Copies of this presentation and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from Canada or Japan or any other jurisdiction where to do so would be unlawful. In the United States, AstraZeneca will file a Tender Offer Statement containing the Offer Document and other related documentation with the US Securities and Exchange Commission (the "SEC") on Schedule TO and CAT will file a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 on or around the date an Offer Document is mailed to CAT shareholders, including holders of CAT American Depositary Shares (collectively, "CAT Shareholders"). Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by AstraZeneca or CAT in connection with this Offer will be available from the date an Offer Document is mailed to CAT Shareholders on the SEC's website at http://www.sec.gov. The Offer Document, the Form of Acceptance and the Letter of Transmittal accompanying the Offer Document will be made available to all CAT Shareholders at no charge to them. CAT Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance and Letter of Transmittal when they are sent to them because they will contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information. This presentation may contain certain forward-looking statements about AstraZeneca and CAT which are subject to risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. We have identified the forward-looking statements by using the words 'anticipates', 'believes', 'expects', 'intends' and similar expressions in such statements. Important factors that could cause actual results to differ materially from those contained in forward-looking statements, certain of which are beyond our control, include, among other things: difficulties in integrating CAT, unexpected and greater costs arising out of the offer for CAT or the integration of AstraZeneca and CAT; regulatory conditions being imposed on the acquisition of CAT; the loss or expiration of patents, marketing exclusivity or trade marks by either AstraZeneca or CAT; 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; the risk of failure to observe ongoing regulatory oversight; the risk that new products do not perform as we expect; and the risk of environmental liabilities. For further discussion of factors that may could cause AstraZeneca's or CAT's actual results to differ from expectations, you should read AstraZeneca's and CAT's most recent respective UK Annual Report and filings and submissions to the SEC, including the Annual Reports on Form 20-F. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation. Except as required by law or the UK Listing Rules, AstraZeneca does not undertake any obligation to publicly release any update or revisions to these forward-looking statements. Disclaimers:

Strategic Context Strengthening the pipeline is AstraZeneca' top priority Biological therapeutics offer excellent prospects for growth This offer will transform AstraZeneca's approach to biological therapeutics

Who are CAT? A biopharmaceutical company, aiming to bring improvements to seriously ill patients' lives through its global leadership position in the discovery and development of human therapeutic antibodies. Based near Cambridge, UK, with a new site in Palo Alto, USA - currently employs around 300 people. Effective world-class antibody technologies and capabilities Extensive phage antibody libraries, currently incorporating more than 100 billion distinct antibodies. Libraries form the basis for CAT's strategy to develop a portfolio of antibody-based drugs.

Why CAT? World class people and proprietary technology Phage and ribosome display platforms producing: Now: Optimised full-sized, fully human antibodies Future: Optimised peptides, proteins and protein fragments Providing a foundation for AstraZeneca's biological therapeutics strategy

Our Strategy Both biologics and small molecules required for a balanced strategy for the future AstraZeneca has leading small molecule expertise CAT provides the foundation for a biologicals approach Complementary to our existing biologicals capabilities Builds on successful ongoing alliance Provides critical mass and a foundation for future growth in biological therapeutics Accelerating delivery of a pipeline of new medicines from both sources

Fast and rational path to proof of principle in man Lower attrition in development Complementary and synergistic with small molecule approaches R&D Benefits of Biological Therapeutics

Implementation Research scope broadens our science base Pipeline scale From 2010, up to 25% of drugs for full-scale development to be biological therapeutics Best of both organisations CAT's 'distinct' culture to be preserved breadth of AstraZeneca's capabilities available Key positions retained by CAT executives and scientists Led from Cambridge, UK

Building a Global Biopharmaceutical Capability AstraZeneca Major Pharma leader with global research and commercial capabilities Resourced to transform CAT into a major biological therapeutic player Build beyond the existing successful alliance Combine strong R&D capabilities to build a world class biotechnology capability centred around CAT Invest to bring forward next generation of biologic therapeutics and technology Add global sales and marketing reach to CAT's R&D capabilities Enhanced science base to deliver a stronger flow of new medicines to patients worldwide Cambridge Antibody Technology Leading UK-based Biotech company with a strong research platform to deliver innovative biological therapeutics

The Vision Small Molecules Biologicals Late stage development Products meeting patients' needs

EX-99.A.5 6 u50264exv99waw5.htm EX-99.A.5 EX-99.A.5

This presentation does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer for or buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document, the Form of Acceptance and Letter of Transmittal accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted and any restrictions on the extent to which the Offer is capable of acceptance in certain jurisdictions. Goldman Sachs International, which is authorised and regulated by the Financial Services Authority is acting exclusively for AstraZeneca UK Limited ("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 herein. Morgan Stanley is acting exclusively for Cambridge Antibody Technology Group plc ("CAT") in connection with the Offer and no one else and will not be responsible to anyone other than CAT for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Offer or any other matters referred to herein. Copies of this presentation and any documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from Canada or Japan or any other jurisdiction where to do so would be unlawful. In the United States, AstraZeneca will file a Tender Offer Statement containing the Offer Document and other related documentation with the US Securities and Exchange Commission (the "SEC") on Schedule TO and CAT will file a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 on or around the date an Offer Document is mailed to CAT shareholders, including holders of CAT American Depositary Shares (collectively, "CAT Shareholders"). Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by AstraZeneca or CAT in connection with this Offer will be available from the date an Offer Document is mailed to CAT Shareholders on the SEC's website at http://www.sec.gov. The Offer Document, the Form of Acceptance and the Letter of Transmittal accompanying the Offer Document will be made available to all CAT Shareholders at no charge to them. CAT Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance and Letter of Transmittal when they are sent to them because they will contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information. This presentation may contain certain forward-looking statements about AstraZeneca and CAT which are subject to risks and uncertainties and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. We have identified the forward-looking statements by using the words 'anticipates', 'believes', 'expects', 'intends' and similar expressions in such statements. Important factors that could cause actual results to differ materially from those contained in forward-looking statements, certain of which are beyond our control, include, among other things: difficulties in integrating CAT, unexpected and greater costs arising out of the offer for CAT or the integration of AstraZeneca and CAT; regulatory conditions being imposed on the acquisition of CAT; the loss or expiration of patents, marketing exclusivity or trade marks by either AstraZeneca or CAT; 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; the risk of failure to observe ongoing regulatory oversight; the risk that new products do not perform as we expect; and the risk of environmental liabilities. For further discussion of factors that may could cause AstraZeneca's or CAT's actual results to differ from expectations, you should read AstraZeneca's and CAT's most recent respective UK Annual Report and filings and submissions to the SEC, including the Annual Reports on Form 20-F. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this presentation. Except as required by law or the UK Listing Rules, AstraZeneca does not undertake any obligation to publicly release any update or revisions to these forward-looking statements. Disclaimers: Exhibit 99.(a)(5)

Peter Chambre

Dr John Patterson Executive Director Development, AstraZeneca

AstraZeneca's Approach We turn good ideas into effective medicines designed to fight disease in important areas of healthcare and make a difference for patients worldwide. We are one of the world's leading pharmaceutical companies, with extensive research, development, manufacturing and marketing capabilities. We are committed to sustainable development of our business and the delivery of a flow of new medicines that bring benefit for patients and add value for wider society.

World Class People World class people and proprietary technology Phage and ribosome display platforms producing: Now: Optimised fully human antibodies Future: Optimised peptides, proteins and protein fragments Providing a foundation for AstraZeneca's biological therapeutics strategy

Implementation Research scope broadens AstraZeneca science base Pipeline scale From 2010, up to 25% of drugs for full-scale development to be biological therapeutics Best of both organisations CAT's 'distinct' culture to be preserved breadth of AstraZeneca capabilities available Key positions retained by CAT executives and scientists Led from Cambridge, UK

The Vision Small Molecules Biologicals Late stage development Products meeting patients' needs

Hamish Cameron

Paul Nicholson

Peter Chambre

EX-99.A.6 7 u50264exv99waw6.htm EX-99.A.6 EX-99.A.6

Exhibit 99.(a)(6)

AstraZeneca Biopharmaceuticals Strategy/ Cambridge Antibody Technology

Following this morning’s announcement of the offer to purchase Cambridge Antibody Technology I am pleased to announce the appointment of Hamish Cameron as Head of the AstraZeneca Biopharmaceuticals Strategy and Chief Executive (Designate) of Cambridge Antibody Technology (CAT). He will take up this appointment once the offer has been formally accepted by the shareholders of CAT and approved by the relevant regulatory authorities.

SET recently approved a strategy to develop a strong biopharmaceuticals capability within AstraZeneca with the intention that, starting from 2010, one in four candidates for full scale development will be a biological therapeutic agent. Subject to the acceptance of today’s offer this capability will be centred around CAT in Cambridge and will work in support of the Research and Therapy Areas as they deliver their disease area strategies through both small molecule and bio-therapeutics approaches.

John Patterson
Executive Director Development

Important Information:

In the United States, AstraZeneca UK Limited (“AstraZeneca”) will file a Tender Offer Statement containing the Offer Document and other related documentation with the US Securities and Exchange Commission (the “SEC”) on Schedule TO and Cambridge Antibody Technology Group plc (“CAT”) will file a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 on or around the date an Offer Document is mailed to CAT shareholders, including holders of CAT American Depositary Shares (collectively, “CAT Shareholders”). Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by AstraZeneca or CAT in connection with this Offer will be available from the date an Offer Document is mailed to CAT Shareholders on the SEC’s website at http://www.sec.gov. The Offer Document, the Form of Acceptance and the Letter of Transmittal accompanying the Offer Document will be made available to all CAT Shareholders at no charge to them. CAT Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance and Letter of Transmittal when they are sent to them because they will contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information.

EX-99.A.7 8 u50264exv99waw7.htm EX-99.A.7 EX-99.A.7

Exhibit 99.(a)(7)

AZ Network Message

AstraZeneca announces a major long-term strategic investment in biological therapeutics with an offer for Cambridge Antibody Technology (CAT)

Earlier today AstraZeneca announced a major long-term strategic investment in biological therapeutics with an offer for Cambridge Antibody Technology (CAT).

CAT is a biopharmaceutical company, aiming to bring improvements to seriously ill patients’ lives through its global leadership position in the discovery and development of human therapeutic antibodies.

The addition of CAT to our organisation will enable us to build a competitive biologicals capability which will work in tandem with our existing small molecule organisation, providing candidate drugs to fuel a late stage development pipeline and, thereby, a strong flow of new medicines to patients worldwide.

Read the full Stock Exchange Announcement on AZone

Visit the Cambridge Antibody Technology (CAT) website

Important Information:

EX-99.A.8 9 u50264exv99waw8.htm EX-99.A.8 EX-99.A.8

Exhibit 99.(a)(8)

Project CAT: Q&As


People / HR
Question		Answer

Do we still need chemists in AstraZeneca?		Yes, as for the current Alliance, CAT technology will be applied to those targets that have traditionally been difficult to address by small molecule chemistry. This will allow our traditional strengths in organic chemistry to be applied to those high value targets where there is a higher chance of success – this will improve the efficiency of the Discovery organisation

Will we transfer any AstraZeneca staff to CAT and if so on what terms? Would they remain AstraZeneca employees?		Currently we anticipate that should anyone from AstraZeneca transfer to CAT then they will continue to be treated as a AstraZeneca employee on AstraZeneca terms and conditions – however we will need to consider our approach to managing transfers between the businesses in the longer term as part of the integration process. Obviously we would discuss these issues in detail with any individuals affected

Will anyone from AstraZeneca’s Discovery and Development teams (or any other functions) be moving to Granta Park?		At this point in time we haven’t identified any individuals, other than Hamish Cameron as Chief Executive designate, who will be moving to Granta Park – however in the future we may need to redeploy people with appropriate skills to contribute to the changed CAT – but obviously this would be discussed with individuals


People / HR
Question		Answer

What are the Implications for the Gartuna BioPR&D site and AstraZeneca’ existing biologics capability?		Strategy enhances our position and AstraZeneca will need to invest to support the strategy by building on strengths from both organisations. Bio is a key to AstraZeneca’s future growth.

Will the acquisition of CAT mean any further reorganisation within AstraZeneca R&D?		The acquisition of CAT allows us to build a much stronger foundation in biopharmaceuticals and, following development of detailed plans, there will be opportunities for new internal and external collaborations to further strengthen this approach. The basic organisation of R&D in AstraZeneca however will continue with Research and Therapy Areas but we should consider opportunities to improve our operating model for the discovery and early development of biologics.

Isn’t there a culture clash? Big pharma vs. biotech?		AstraZeneca has already benefited from exposure to CAT culture & values – the current alliance has demonstrated to both partners that applying biotech thinking in a spirit of jointness has lead to fantastic progress in our projects – and AstraZeneca can continue to learn from CAT how to benefit from small company innovation, energy, entrepreneurial spirit, Indeed, David Brennan has said that if he had a ‘magic wand’ he would “bring a small biotech company feel to our ‘Big Pharma’ organization”.

Whats so good about CAT’s Mabs platform, Ribosome technology and anything else you can tell us?		The phage library represents a relatively complete and unselected collection of individual human MAb specificities. Thus two major strengths of the libraries are their extremely large size, and the presence of a large variety of Ab specificities that are simply not generated by immunisation technology because of a process called clonal silencing. So you know what you want is in the library, the skill is in fishing it out. This relies heavily on high


People / HR
Question		Answer

		throughput screening and high density data analysis – also the cornerstone of modern small molecule drug screening processes. Thus the phage approach is highly compatible with AstraZeneca’s considerable experience and know-how in high throughput screening, and the application of these will substantially further enhance CAT’s already excellent track record of delivery.

		Furthermore, because of the large range of antibody specificities present in the libraries, it is usually possible to identify Mabs that can possess highly desirable patterns of binding to families of therapeutic target proteins. Because of the fast cycle time of the screening process, novel epitopes of interest can be identified and evaluated to provide the Mab specificity of greatest value to the patient.

		Ribosome display technology takes Mab discovery and optimisation to the next level. It allows libraries to be expanded by several orders of magnitude in a highly directed way, and can improve affinities of Mabs by several orders of magnitude. In addition, ribosome display can be used to further optimise various key properties of the antibody scaffold (leading to so-called second generation Mabs), and can also be used to develop significantly improved versions of therapeutic proteins and peptides.

		Through previous partnerships and its own internal drug development projects, CAT has developed considerable know-how in key aspects of Mab discovery and development. These include high efficiency Ig formatting, a proprietary Mab sequence mapping and analysis database, Mab detection assays, proprietary methods for enhanced Mab production by cell lines, formulation of Mabs, etc.


People / HR
Question		Answer

Are biologicals really quicker to develop and with a lower attrition rate?		Recent CMR benchmarking data from across the industry suggests that Biopharmaceuticals and Small molecules take broadly similar times to develop, however average ‘Discovery phase’ times seem up to 40% faster. (This has been born out by our own experience in the existing CAT and Abgenix alliances).

		Data also available from CMR suggests that overall Development success rates for biologics are higher than those for small molecules, however the trend over the last for years has been for this to move downward

		Rationally selected biologicals, with appropriate biomarkers, offer a rapid pathway to proof of principle in man with a different risk profile to that offered by small molecules

If this deal is ‘the foundation’ of a biologics strategy for AstraZeneca, where will it end? The end game?		The changes triggered by the CAT acquisition will be important for AstraZeneca both in scope – broadening first our science base and latterly our product portfolio and also in scale as we use the biologicals route to expand our pipeline

		We intend to utilise the best of both organisations with an innovation-led culture paramount; we’ll look to preserve the ‘distinct’ culture of CAT, while at the same time gaining the benefits available to us from applying the breadth and depth of AstraZeneca’s global R&D capabilities

		From 2010, one in four candidates for full-scale development will be a biologic.

		We will bring products to market that are differentiated, competitive and benefit patients.


People / HR
Question		Answer

What and by when? Hard metrics please?

What exactly is AstraZenecas strategy for acquisitive growth		AstraZeneca is not interested in getting bigger simply in pursuit of scale. We are above critical mass for our industry, with a science base that spans many of the major disease areas and a commercial organisation that can compete effectively on a global scale. We are, however always looking for opportunities that will add strategically to the business and thereby add value for shareholders by bringing benefit to patients. The current offer is a good illustration of that intent.

Is this strategically AstraZeneca’s first CEDD? When will other CEDD ‘s follow?		This is not a CEDD approach nor is it a dramatic shift away from the existing model. The CAT organisation has the potential to have an impact across all our existing Research Therapy areas as we seek to apply their expertise in biologic therapeutics to all of AstraZeneca priority disease areas and it may allow development of opportunities in new disease areas.


People / HR
Question		Answer

		We will be maintaining our current approach of ‘open architecture’ information technology and common discovery platforms to both small molecule and biologics discovery activities. The output from these 2 discovery platforms will then progress through a common late stage development process.

		We intend to utilise the best of both organisations with an innovation-led culture paramount; we’ll look to preserve the ‘distinct’ culture of CAT, while at the same time gaining the benefits available to us from applying the breadth and depth of AstraZeneca’s global R&D capabilities.

Why is this happening now?		We have been careful to identify best opportunities Best is more important than first. We believe the time is now right for us to take a step to accelerate our bio-therapeutics strategy.

Isn’t this bad news for ‘British biotech’?		On the contrary, it’s a sign of success of CAT, the alliance and optimism about the future prospects as part of a larger group that can realise the CAT vision earlier No – quite the converse. The deal will result in investment to build upon the foundations laid by one of the UK’s most successful biotechs

Important Information:

In the United States, AstraZeneca UK Limited (“AstraZeneca”) will file a Tender Offer Statement containing the Offer Document and other related documentation with the US Securities and Exchange Commission (the “SEC”) on Schedule TO and Cambridge Antibody Technology Group plc (“CAT”) will file a Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 on or around the date an Offer Document is mailed to CAT shareholders, including holders of CAT American Depositary Shares (collectively, “CAT Shareholders”). Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents to be filed by AstraZeneca or CAT in connection with this Offer will be available from the date an Offer Document is mailed to CAT Shareholders on the SEC’s website at http://www.sec.gov. The Offer Document, the Form of Acceptance and the Letter of Transmittal accompanying the Offer Document will be made available to all CAT Shareholders at no charge to them. CAT Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance and Letter of Transmittal when they are sent to them because they will contain important information. CAT Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they will contain important information.