Unassociated Document



FORM 6-K
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Issuer
 
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For April 2007

Commission File Number: 001-11960

AstraZeneca PLC
15 Stanhope Gate
London, England W1K 1LN

 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F 
X
 
Form 40-F 
 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

Indicate by check mark whether by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes 
   
No
X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________








 
AstraZeneca PLC 
   
 
INDEX TO EXHIBITS 
   
1.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 2 April 2007.
   
2.
Press release entitled, “Dealing by Directors Companies Act 1985 Sections 324/329
 
Transaction by Persons Discharging Managerial Responsibilities Disclosure Rules DR 3.1.2R”, dated 2 April 2007.
   
3.
Press release entitled, “Dealing by Directors Companies Act 1985 Sections 324/329
 
Transaction by Persons Discharging Managerial Responsibilities Disclosure Rules DR 3.1.2R”, dated 2 April 2007.
   
4.
Press release entitled, “Transaction by Persons Discharging Managerial Responsibilities Disclosure Rules DR 3.1.2R”, dated 2 April 2007.
   
5.
Press release entitled, “Transaction by Persons Discharging Managerial Responsibilities Disclosure Rules DR 3.1.2R”, dated 2 April 2007.
   
6.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 3 April 2007.
   
7.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 4 April 2007.
   
8.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 5 April 2007.
   
9.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 10 April 2007.
   
10.
Press release entitled, “TR-1: Notification of Major Interests in Shares”, dated 10 April 2007.
   
11.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 11 April 2007.
   
12.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 12 April 2007.
   
13.
Press release entitled, “Directorate Change”, dated 12 April 2007.
   
14.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 13 April 2007.
 

 
15.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 16 April 2007.
   
16.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 17 April 2007.
   
17.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 18 April 2007.
   
18.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC” dated 19 April 2007.
   
19.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC” dated 20 April 2007.
   
20.
Press release entitled, “AstraZeneca PLC First Quarter Results 2007” (front half), dated 23 April 2007.
   
21.
Press release entitled, “AstraZeneca PLC First Quarter Results 2007 Consolidated Income Statement” (back half), dated 23 April 2007.
   
22.
Press release entitled, “AstraZeneca announces decision to discontinue collaboration with AtheroGenics regarding AGI-1067”, dated 23 April 2007.
   
23.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 23 April 2007.
   
24.
Press release entitled, “AstraZeneca to acquire MedImmune for $58 per share in a fully recommended, all-cash transaction with a total enterprise value of $15.2 billion”, dated 23 April 2007.
   
25.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 24 April 2007.
   
26.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 25 April 2007.
   
27.
Press release entitled, “Transaction by Person Discharging Managerial Responsibilities Disclosure Rules 3.1.2R”, dated 25 April 2007.
   
28.
Press release entitled, “AstraZeneca PLC Annual General Meeting:
 
26 April 2007”, dated 26 April 2007.
   
29.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 26 April 2007.
   
30.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 27 April 2007.
 

 
31.
Press release entitled, “Repurchase of Shares in AstraZeneca PLC”, dated 30 April 2007.
   
 
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
   
AstraZeneca PLC
 
       
Date:
02 May 2007
 
By:
 /s/ Justin W. Hoskins
 
       
Name:
Justin W. Hoskins
 
       
Title:
Assistant Secretary
 
 

 

 

Item 1




REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 308,999 ordinary shares of AstraZeneca PLC at a price of 2736 pence per share on 30 March 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,511,817,390.


G H R Musker
Company Secretary
2 April 2007
 
 

 

Item 2




Dealing by Directors
Companies Act 1985 Sections 324/329

Transaction by Persons Discharging Managerial Responsibilities
Disclosure Rules DR 3.1.2R

We hereby inform you that on 30 March 2007 the following Directors of AstraZeneca PLC were granted options under the AstraZeneca Share Option Plan over the Company’s USD0.25 Ordinary Shares.

 
 
Name of Director
Number of shares over
which option is granted
 
Exercise price per share
 
Period when exercisable
 
Total number of
shares under option
 
D R Brennan
 
128,462
 
2744p
 
30.3.10-29.3.17
 
See below
 
J R Symonds
 
60,349
 
2744p
 
30.3.10-29.3.17
 
423,769
 
J S Patterson
 
44,142
 
2744p
 
30.3.10-29.3.17
 
236,716

The options will become exercisable on 30 March 2010 subject to certain performance conditions. The conditions, which will not be subject to any retesting, are that the earnings per share of the Company must increase by the increase in the UK Retail Prices Index plus 5% per annum on average over three years, and that no significant unforeseen event has taken place which, in the reasonable opinion of the Remuneration Committee, has resulted in major reputational damage to AstraZeneca, and the circumstances of which are exceptional enough to justify the option not vesting and becoming exercisable. Failure to satisfy either or both of these conditions will result in the lapse of the option in its entirety.

David R Brennan, a Director of the Company, has previously received grants of options over the Company’s American Depositary Shares (ADSs). One ADS equals one Ordinary Share. Following the grant of options referred to above, David Brennan has options over 239,103 Ordinary Shares and 355,246 ADSs.


G H R Musker
Company Secretary
2 April 2007


 

Item 3




Dealing by Directors
Companies Act 1985 Sections 324/329

Transaction by Persons Discharging Managerial Responsibilities
Disclosure Rules DR 3.1.2R

We hereby inform you that on 30 March 2007 the following Directors of AstraZeneca PLC were each granted an award under the terms of the AstraZeneca Performance Share Plan over the Company’s USD0.25 Ordinary Shares.

 
 
Name of Director
Target number
of shares awarded
Award price per share
 
Normal vesting date
Total interest in
shares after this award
Percentage of
shares in issue
 
D R Brennan
 
107,051
 
2744p
 
30 March 2007
 
See below
 
See below
 
J R Symonds
 
50,291
 
2744p
 
30 March 2007
 
165,212
 
0.010%
 
J S Patterson
 
36,785
 
2744p
 
30 March 2007
 
131,287
 
0.009%

The AstraZeneca Performance Share Plan was approved by shareholders at the Company’s AGM in 2005. Awards made under the Plan may not generally vest before the third anniversary of the relevant date of grant nor unless the specified performance target(s) have been met at the end of the three year period which, for this award, is 1 January 2007 to 31 December 2009.

The performance target that applies to this award is the Company’s Total Shareholder Return (“TSR”) compared to the TSR of a selected peer group of 12 other pharmaceutical companies. The actual number of shares to which a participant may become unconditionally entitled will depend on the extent to which the performance target(s) have been met. A summary of the Plan, including a more detailed explanation of the performance target(s), can be found in the AstraZeneca Annual Report and Form 20-F Information 2006 which is available on the Company’s website www.astrazeneca.com.

Mr Brennan has interests in the Company’s Ordinary Shares and American Depositary Shares (ADSs). One ADS equals one Ordinary Share. In total, Mr Brennan now has an interest in 217,618 Ordinary Shares and 140,803 ADSs which together represent approximately 0.024% of the number of shares currently in issue.


G H R Musker
Company Secretary
2 April 2007
 


Item 4




Transaction by Persons Discharging Managerial Responsibilities
Disclosure Rules DR 3.1.2R

We hereby inform you that on 30 March 2007 the following individuals, who are all persons discharging managerial responsibilities, were granted options under the AstraZeneca Share Option Plan over the Company’s USD0.25 Ordinary Shares or, in the case of A Zook, over the Company’s American Depositary Shares (ADSs). One ADS equals one Ordinary Share

 
 
Name of individual
 
Number of shares over
which option is granted
 
Exercise price per share
 
Period when exercisable
 
B Angelici
 
32,887
 
2744p
 
30.3.10-29.3.17
 
A P Bloxham
 
18,122
 
2744p
 
30.3.10-29.3.17
 
J Lundberg
 
22,659
 
2744p
 
30.3.10-29.3.17
 
M Nicklasson
 
29,268
 
2744p
 
30.3.10-29.3.17
 
D Smith
 
21,865
 
2744p
 
30.3.10-29.3.17
 
A Zook
 
54,423
 
US$53.80
 
30.3.10-29.3.17

The options will become exercisable on 30 March 2010 subject to certain performance conditions. The conditions, which will not be subject to any retesting, are that the earnings per share of the Company must increase by the increase in the UK Retail Prices Index plus 5% per annum on average over three years, and that no significant unforeseen event has taken place which, in the reasonable opinion of the Remuneration Committee, has resulted in major reputational damage to AstraZeneca, and the circumstances of which are exceptional enough to justify the option not vesting and becoming exercisable. Failure to satisfy either or both of these conditions will result in the lapse of the option in its entirety.


G H R Musker
Company Secretary
2 April 2007



Item 5




Transaction by Persons Discharging Managerial Responsibilities
Disclosure Rules DR 3.1.2R

We hereby inform you that on 30 March 2007, the following individuals, who are all persons discharging managerial responsibilities, were each granted an award under the terms of the AstraZeneca Performance Share Plan over the Company’s USD0.25 Ordinary Shares or, in the case of A Zook, over the Company’s American Depositary Shares (ADSs). One ADS equals one Ordinary Share

 
 
Name of individual
Target number of shares awarded
Award price per share
 
Normal vesting date
 
B Angelici
 
24,665
 
2744p
 
30 March 2010
 
A P Bloxham
 
13,591
 
2744p
 
30 March 2010
 
J Lundberg
 
16,994
 
2744p
 
30 March 2010
 
M Nicklasson
 
21,951
 
2744p
 
30 March 2010
 
D Smith
 
16,399
 
2744p
 
30 March 2010
 
A Zook
 
40,817
 
US$53.80
 
30 March 2010

The AstraZeneca Performance Share Plan was approved by shareholders at the Company’s AGM in 2005. Awards made under the Plan may not generally vest before the third anniversary of the relevant date of grant nor unless the specified performance target(s) have been met at the end of the three year period which, for this award, is 1 January 2007 to 31 December 2009.

The performance target that applies to this award is the Company’s Total Shareholder Return (“TSR”) compared to the TSR of a selected peer group of 12 other pharmaceutical companies. The actual number of shares to which a participant may become unconditionally entitled will depend on the extent to which the performance target(s) have been met. A summary of the Plan, including a more detailed explanation of the performance target(s), can be found in the AstraZeneca Annual Report and Form 20-F Information 2006 which is available on the Company’s website www.astrazeneca.com.



G H R Musker
Company Secretary
2 April 2007



Item 6




REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 310,212 ordinary shares of AstraZeneca PLC at a price of 2724 pence per share on 2 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,511,567,598.


G H R Musker
Company Secretary
3 April 2007
 


Item 7




REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 309,583 ordinary shares of AstraZeneca PLC at a price of 2731 pence per share on 3 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,511,280,002.


G H R Musker
Company Secretary
4 April 2007
 


Item 8




REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 308,404 ordinary shares of AstraZeneca PLC at a price of 2743 pence per share on 4 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,510,991,754.


G H R Musker
Company Secretary
5 April 2007
 


Item 9




REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 307,505 ordinary shares of AstraZeneca PLC at a price of 2752 pence per share on 5 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,510,688,859.


G H R Musker
Company Secretary
10 April 2007
 



Item 10

TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES
   
1.
Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:
 
AstraZeneca PLC
   
2.
Reason for the notification (place an X inside the appropriate bracket/s)
 
 An acquisition or disposal of voting rights: ( X )
   
 
An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached: ( )
   
 
An event changing the breakdown of voting rights: ( )
   
 
Other (please specify) : ( )
   
3.
Full name of person(s) subject to the notification obligation:
 
Capital Group International, Inc.
   
4.
Full name of shareholder(s) (if different from 3.) :
 
……………..
   
5.
Date of the transaction (and date on which the threshold is crossed or reached if different):
 
2 April 2007
   
6.
Date on which issuer notified:
 
3 April 2007
   
7.
Threshold(s) that is/are crossed or reached:
 
5%
 
 
8.
Notified details:
 
……………..
   
A:
Voting rights attached to shares

Class/type of shares if possible using the ISIN CODE
Situation previous to the Triggering transaction
 
Number of shares
Number of voting Rights
 Ordinary Shares
53,224,200
53,224,200 
American Depositary Receipt
22,423,094
22,423,094
Resulting situation after the triggering transaction


 
Class/type of shares if possible using the ISIN CODE
Number of shares
Number of voting rights
% of voting rights
 
Direct
Indirect
Direct
Indirect
Direct
Indirect
Ordinary Shares
 
52,948,266
 
52,948,266
 
3.4856%
American Depositary Receipt
 
22,438,544
 
22,438,544
 
1.4771%

B: Financial Instruments
Resulting situation after the triggering transaction

Type of financial instrument
Expiration Date
Exercise/Conversion Period/ Date
Number of voting rights that
may be acquired if the instrument
is exercised/ converted.
% of voting rights
         
N/A 
 
 
 
 

Total (A+B)
Number of voting rights
% of voting rights
75,386,810
4.9627%
 
9.  Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable:
  ……………..
 
 Proxy Voting:
 
10.
Name of the proxy holder:
 
……………..
   
11.
Number of voting rights proxy holder will cease to hold:
 
……………..
   
12.
Date on which proxy holder will cease to hold voting rights:
 
……………..
   
13.
Additional information:
 
Commencing 20 January 2007, The Capital Group Companies, Inc., no longer reports ownership of securities. Capital Group International, Inc. and Capital Research and Management Company now report relevant holdings separately for the purposes of the new DTR Handbook.
   
14.
Contact name:
 
Justin Hoskins - Assistant Secretary
   
15.
Contact telephone number:
 
020 7304 5112



Item 11




REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 309,105 ordinary shares of AstraZeneca PLC at a price of 2736 pence per share on 10 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,510,414,298.


G H R Musker
Company Secretary
11 April 2007
 


Item 12




REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 310,143 ordinary shares of AstraZeneca PLC at a price of 2727 pence per share on 11 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,510,143,253.


G H R Musker
Company Secretary
12 April 2007
 


Item 13


Directorate Change

Joe Jimenez has resigned from the Board of AstraZeneca PLC as a Non-Executive Director with immediate effect as he has today agreed to take up a full-time executive appointment with Novartis, the Swiss-based healthcare group. The Board wishes him well in his new role and would like to thank him for the significant contribution that he has made to the Company since joining the Board in July 2003.

The resolution to re-elect Joe Jimenez contained in the Notice of Annual General Meeting (AGM) which was recently sent to shareholders will be withdrawn, and accordingly this resolution will not be put to shareholders at the AGM on 26 April 2007.


G H R Musker
Company Secretary
12 April 2007
 


Item 14


REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 308,925 ordinary shares of AstraZeneca PLC at a price of 2739 pence per share on 12 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,509,846,765.


G H R Musker
Company Secretary
13 April 2007
 


Item 15


REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 301,168 ordinary shares of AstraZeneca PLC at a price of 2813 pence per share on 13 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,509,566,956.


G H R Musker
Company Secretary
16 April 2007
 


Item 16


REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 297,498 ordinary shares of AstraZeneca PLC at a price of 2849 pence per share on 16 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,509,412,877.


G H R Musker
Company Secretary
17 April 2007
 


Item 17


REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 297,624 ordinary shares of AstraZeneca PLC at a price of 2847 pence per share on 17 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,509,217,855.


G H R Musker
Company Secretary
18 April 2007
 


Item 18


REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 293,601 ordinary shares of AstraZeneca PLC at a price of 2886 pence per share on 18 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,509,001,366.


G H R Musker
Company Secretary
19 April 2007
 


Item 19


REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 291,347 ordinary shares of AstraZeneca PLC at a price of 2908 pence per share on 19 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,508,827,740.


G H R Musker
Company Secretary
20 April 2007
 


Item 20
 
 
AstraZeneca PLC
 
First Quarter Results 2007
 
“First quarter sales up 9 percent and Earnings per Share up 14 percent. On
track to achieve full year financial targets.”
 
 
Financial Highlights
 
         
 Group 
1st Quarter
2007
$m
1st Quarter
2006
$m
Actual
%
CER
%
Sales
6,966
6,180
+13
+9
Operating Profit
2,170
1,976
+10
+10
Profit before Tax
2,267
2,044
+11
+11
Earnings per Share
$1.02*
$0.90
+13
+14
         
Adjusted to exclude
       
Toprol-XLTM in US**
       
Sales
6,635
5,826
+14
+10
Earnings per Share
$0.89*
$0.79
+14
+14
 
*Includes ($0.04) restructuring charge associated with the supply chain productivity initiative.
 
**This Non-GAAP presentation excludes US sales and earnings contribution from Toprol-XLTMfrom both current and prior year period.
 
All narrative in this section refers to growth rates at constant exchange rates (CER)
 
  ·  Earnings per Share, before restructuring charges, were $1.06 ($0.93 adjusted to exclude Toprol-XL™).
·
First quarter sales increased by 9 percent to $6,966 million and operating profit increased by 10 percent to $2,170 million. Excluding the $82 million charge to cost of sales associated with the previously announced supply chain productivity initiative, operating profit increased by 15 percent.
·
Combined sales of five key growth products (Nexium, Seroquel, Crestor, Arimidex and Symbicort) increased by 17 percent to $3,614 million.
·
Free cash flow of $1,907 million in the first quarter. Cash distributions to shareholders, including net share repurchases of $1,151 million, totalled $3,029 million in the quarter.
·
The Company expects to launch Symbicort in the US around the middle of this year.
·
On 25 March at the Scientific Sessions of the American College of Cardiology, data from the METEOR trial of Crestor was presented, demonstrating that Crestor treatment slowed progression of atherosclerosis in people with early signs of carotid artery disease and at low risk of coronary artery disease.
·
As previously announced, the ARISE trial did not meet its primary endpoint. After completion of the final study analysis, and under the terms of the licensing and collaboration agreement, the Company has confirmed to AtheroGenics Inc. that it has decided to terminate the licensing and collaboration agreement. Charges totalling $83 million have been taken in conjunction with this decision.
·
On 23 April, the Company announced it is to acquire MedImmune, Inc. for $58 per share in an all cash transaction with a total enterprise value of $15.2 billion.
 
David Brennan, Chief Executive Officer, said: “We continue to deliver on our three strategic priorities: with a good sales and earnings performance in the first quarter, we are on track to achieve our full year targets; we continue our efforts to strengthen the pipeline - our number one priority; and the entire organisation is rising to the productivity challenge. This constitutes a good start to the year, building on sound foundations established over the last 3 years.”
 
London, 23 April 2007
 
Media Enquiries:
Steve Brown/Edel McCaffrey (London)
(020) 7304 5033/5034
 
Staffan Ternby (Södertälje)
(8) 553 26107
 
Emily Denney (Wilmington)
(302) 886 3451
     
Analyst/Investor Enquiries:
Mina Blair (London)/Karl Hard (London)
(020) 7304 5084/5322
 
Jonathan Hunt (London)
(020) 7304 5087
 
Staffan Ternby (Södertälje)
(8) 553 26107
 
Ed Seage/Jörgen Winroth (US)
(302) 886 4065/(212) 579 0506
 

 
AstraZeneca PLC
 
Business Highlights All narrative in this section refers to growth rates at constant exchange rates (CER) unless otherwise indicated
 
Sales in the first quarter increased by 9 percent at CER, or 13 percent on an as reported basis (including an exchange benefit of 4 percent). Sales in the US were up 12 percent (up 15 percent excluding sales of Toprol-XLfrom both periods). Outside the US, sales were up 7 percent as a result of strong double-digit sales growth in Emerging Markets and Japan. Sales in Western Europe were up 4 percent.

Operating profit in the first quarter was up 10 percent, with currency movements having minimal effect on this growth rate. Operating margin, at 31.2 percent of sales, was 0.8 percentage points lower than first quarter last year, including an adverse exchange impact of 1.2 percentage points. A charge of $82 million, out of the approximately $500 million supply chain rationalisation programme announced in February, is included in cost of sales in the quarter. Excluding this charge, operating profit increased by 15 percent.

Operating margin also includes charges of $93 million comprising fixed assets and supplier commitments relating to the termination of the AGI-1067 collaboration ($24 million) and $69 million related to write-offs of intangible assets associated with the return of rights to AZD2479 to Avanir Pharmaceuticals and the decision to end the collaboration on AGI-1067. Expenditure on Research and Development was up 26 percent at CER. SG&A expense was unchanged from the first quarter last year.

Earnings per share in the first quarter were $1.02 compared with $0.90 in the first quarter 2006, an increase of 14 percent at CER. Excluding the profit contribution from US sales of Toprol-XL from both periods, earnings per share also increased by 14 percent, from $0.79 to $0.89.

The combined sales of five key growth products (Nexium, Seroquel, Crestor, Arimidex, and Symbicort) grew by 17 percent in the first quarter to $3,614 million.

Nexium sales were up 8 percent to $1,308 million. Sales were up 9 percent in the US, broadly in line with dispensed tablet growth. Sales in other markets were up 5 percent, affected by the significant price erosion and lower underlying demand in Germany.

Seroquel sales increased 13 percent to $923 million. Expanding use in bipolar disorder in the US has resulted in a further increase in US market share during the quarter, reaching 31 percent in March. US sales were up 11 percent. Sales in other markets increased by 17 percent.

Crestor sales reached $628 million in the first quarter, an increase of 59 percent over last year. Sales in the US were up 56 percent and sales in other markets were up 62 percent. Data from the METEOR clinical trial were presented at the American College of Cardiology meeting on 25 March. This is the first study to show positive benefit on atherosclerosis for people with early signs of diseased arteries. The data show that Crestor treatment slowed the progression of atherosclerosis in people at low risk of coronary artery disease. Atherosclerosis regulatory submissions are under review in the European Union and the United States.

Arimidex sales increased 15 percent to $401 million. Symbicort sales were up 19 percent. The Company expects to launch Symbicort in the US around the middle of this year.
 
2

 
AstraZeneca PLC
 
Future Prospects 

Current performance trends are consistent with achieving the financial targets set at the beginning of the year. The target range of $3.80 to $4.05 per share excludes any contribution from US sales of Toprol-XL and does not include any one-off costs associated with productivity initiatives. In the first quarter, US sales of Toprol-XL contributed $0.13 per share to earnings. Also in the first quarter, $82 million (approximately $0.04 per share) associated with the supply chain rationalisation programme announced in February was charged to cost of sales. Adjusting the earnings target for these two items results in anticipated EPS in the range of $3.89 to $4.14 for the full year. This range assumes no further contribution from Toprol-XL for the balance of the year, and does not include any additional restructuring charges that may arise from the productivity initiatives.

Under the current scenario of generic competition on just the 25mg tablet, profit contribution for US sales of the Toprol-XL product range is running at around $100 million per month; this estimate will be updated as market conditions change.

Approximately $250 million of the $500 million supply chain rationalisation programme announced in February is expected to be incurred in 2007.
















Disclosure Notice: The preceding forward-looking statements relating to expectations for earnings and business prospects for AstraZeneca PLC are subject to risks and uncertainties, which may cause results to differ materially from those set forth in the forward-looking statements. These include, but are not limited to: when and if additional generic competitors to Toprol-XL™ are introduced in the US market prior to completion of Appellate Court process, the rate of growth in sales of generic omeprazole in the US, continued growth in currently marketed products (in particular Crestor™, Nexium™, Seroquel™, Symbicort™ and Arimidex™), the growth in costs and expenses, interest rate movements, exchange rate fluctuations, and the tax rate. For further details on these and other risks and uncertainties, see AstraZeneca PLC’s Securities and Exchange Commission filings, including the 2006 Annual Report on Form 20-F.
 
3

 
AstraZeneca PLC
 
Sales
 
All narrative in this section refers to growth rates at constant exchange rates (CER) unless otherwise indicated
 
Gastrointestinal
 
     
 
First Quarter
CER %
 
2007
2006
 
Nexium 
1,308
1,189
+8
Losec/ Prilosec
279
344
-22
Total
1,607
1,551
+1

 
·
In the US, Nexium sales in the first quarter were $862 million, a 9 percent increase that was broadly in line with the increase in dispensed tablet volume. Realised prices were broadly unchanged. In contrast, other branded PPI’s declined by 1 percent in volume terms.
 
·
Nexium sales in other markets increased 5 percent, as a 28 percent increase in Emerging Markets helped mitigate the significant price erosion and declining volumes in Germany.
 
·
Prilosec sales in the US were down 2 percent in the first quarter. Losec sales in other markets were down 26 percent on declining sales in Canada and Western Europe.
 
Cardiovascular
 
     
 
First Quarter
CER %
 
2007
2006
 
Seloken/ Toprol-XL
444
456
-4
Crestor
628
387
+59
Atacand
296
254
+11
Plendil
65
72
-14
Zestril
80
75
+1
Total
1,653
1,390
+16
 
· In the US, Crestor sales in the first quarter were $343 million, a 56 percent increase over last year. Total prescriptions in the US statin market increased by 11 percent in the first quarter; Crestor prescriptions were up 46 percent. Crestor share of total prescriptions in the US statin market was 8.8 percent in March 2007.
   
· Crestor sales in other markets were up 62 percent to $285 million. Sales in Western Europe were up 46 percent; sales in Emerging Markets increased by 88 percent. Volume share of the statin market for Crestor™ is now 18.5 percent in Canada; 11.6 percent in the Netherlands; 20.2 percent in Italy; and 13.6 percent in France.
   
· Data from the METEOR clinical trial were presented at the American College of Cardiology meeting on 25 March. This is the first study to show positive benefit on atherosclerosis for people with early signs of diseased arteries. The data show that Crestor treatment slowed the progression of atherosclerosis in people at low risk of coronary artery disease. Atherosclerosis regulatory submissions are under review in the European Union and the United States.
   
· US sales of the Toprol-XL product range, which includes sales of the authorised generic to Par, were $331 million, down 7 percent compared to the first quarter last year. Generic competition was confined to the 25mg dose during the quarter; these generic products accounted for 20 percent of dispensed prescriptions across the entire product range.
   
· Sales of Seloken in other markets were up 6 percent as a result of an 11 percent increase in Emerging Markets.
   
· Atacand sales in the US were up 12 percent; sales in other markets were up 11 percent.
 
4

 
AstraZeneca PLC
 
Respiratory and Inflammation
 
     
 
First Quarter
CER %
 
2007
2006
 
Pulmicort
401
328
+20
Symbicort
354
277
+19
Rhinocort
92
85
+6
Oxis
23
22
-5
Accolate
19
18
+6
Total
931
765
+17
 
· Sales of Symbicort increased 19 percent to $354 million as a result of share gains in a growing market. Sales in Western Europe were up 18 percent and sales in Emerging Markets were up 28 percent in the first quarter.
   
·  The Company expects to launch Symbicort in the US for the maintenance treatment of asthma in patients aged 12 and above around the middle of this year.
   
· Pulmicort sales in the US were up 29 percent in the first quarter, to $270 million. Volume growth for Pulmicort Respules in the US was 16 percent. US sales in the first quarter also included initial stocking sales for the new Pulmicort Flexhaler dry powder inhaler. The introduction of Pulmicort Flexhaler will be accompanied by the phasing out of Pulmicort Turbuhaler in the US as supplies run down in the market.
   
· Pulmicort sales in other markets were up 4 percent as a result of sales growth in Japan and China.
 
Oncology
     
 
First Quarter
CER %
 
2007
2006
 
Arimidex
401
335
+15
Casodex
310
274
+9
Zoladex
249
231
+4
Iressa
52
50
+4
Faslodex
49
44
+7
Nolvadex
19
21
-10
Total
1,096
958
+11
 
· In the US, sales of Arimidex were up 27 percent in the first quarter, to $162 million. Total prescriptions for Arimidex increased 11 percent over the first quarter last year, and Arimidex market share of total prescriptions reached 37.8 percent in March. The reported sales growth rate benefited from some inventory destocking in the first quarter 2006.
   
·  Arimidex sales in other markets were up 8 percent. Sales in Western Europe increased by 4 percent, as double-digit volume growth was offset by lower prices. Sales in Japan were up 19 percent.
   
· US sales of Casodex were up 11 percent in the first quarter. Sales in other markets were up 9 percent, on a 10 percent increase in Western Europe and a 17 percent sales increase in Japan.
   
· Iressa sales were up 4 percent to $52 million. Sales in Japan were up 14 percent and sales increased 50 percent in China.
   
·  The 7 percent sales increase for Faslodex in the quarter was a result of the 16 percent increase in sales outside the US. US sales were unchanged in the quarter as a small increase in volume was offset by inventory movements and movements in returns reserves.
 
5

 
AstraZeneca PLC
 
Neuroscience
     
 
First Quarter
CER %
 
2007
2006
 
Seroquel
923
807
+13
Zomig
107
93
+11
Total
1,227
1,136
+6
 
·
In the US, Seroquel sales were up 11 percent to $655 million. Total prescriptions were up 12 percent in the first quarter, and Seroquel market share of total prescriptions in the US antipsychotic market was 31 percent in March, up a further 0.5 percentage points from December 2006. Usage in bipolar disorder continues to increase, fuelled by the approval for bipolar depression late last year, although the dollar value per prescription for bipolar depression is lower as a result of the lower doses prescribed for this indication.
 
·
Seroquel sales in other markets were up 17 percent, in line with sales growth rates in Western Europe and in Emerging Markets.
 
·
In March, clinical trial data for Seroquel sustained release formulation were presented at the European Congress of Psychiatry in Madrid. These data demonstrated that the Seroquel sustained release formulation, administered once daily, significantly improved symptoms associated with schizophrenia and increased the time to psychiatric relapse, when administered through a three-step dose titration aimed at reaching the effective dose range on the second day of treatment. Regulatory filings for the treatment of schizophrenia with Seroquel sustained release formulation were submitted to authorities in the US, European Union, and other markets in 2006.
 
·
Sales of Zomig in the first quarter were up 18 percent in the US and were up 6 percent in other markets.
 
Geographic Sales
     
 
First Quarter
CER %
 
2007
2006
 
North America
3,488
3,132
+11
US
3,234
2,882
+12
Established ROW*
2,664
2,355
+5
Emerging ROW
814
693
+14
 
*Established ROW comprises Western Europe (including France, UK, Germany, Italy, Sweden, and others), Japan, Australia and New Zealand.
 
· The sales increase in North America was driven by the 12 percent increase in sales in the US, with Crestor, Seroquel and Nexium the three largest contributors to the increase.
   
· Sales in the Established Rest of World segment are in line with the 4 percent increase in Western Europe. Sales in Japan were up 12 percent compared with the first quarter last year, which experienced destocking ahead of the April price decreases.
   
·
Within the Emerging Markets segment, sales in Emerging Europe were unchanged. Sales in China were up 25 percent.
 
6

 
AstraZeneca PLC
 
Operating Review
 
All narrative in this section refers to growth rates at constant exchange rates (CER) unless otherwise indicated
 
Operating Results

Reported sales increased by 13 percent and operating profit by 10 percent. At constant exchange rates, sales increased by 9 percent and operating profit by 10 percent. Excluding the restructuring costs described below operating profit increased by 15 percent.

Currency movements increased sales by 4 percent but had minimal impact on operating profit. In comparison to last year, the dollar was 8 percent weaker against the euro, increasing sales, and also against the Swedish krona (10 percent) and sterling (10 percent), increasing costs. The net effect of these currency movements was a negative impact of less than 1 cent on earnings per share. If current exchange rates are maintained for the remainder of the year, it is anticipated that there will be a small negative EPS impact.
 
Underlying US sales growth is broadly in line with reported growth of 12 percent after adjusting for managed market accruals, inventory movements and provision movements. Outside the US, sales increased by 7 percent. 

Reported operating margin decreased by 0.8 percentage points from 32.0 percent to 31.2 percent. Excluding the effects of currency, underlying margin increased 0.4 percentage points for the quarter.

Reported gross margin of 78.7 percent is 1.1 percentage points lower than last year. Payments to Merck, at 4.4 percent of sales, were 0.2 percentage points lower than last year. Currency and royalty payments reduced margin by 0.1 and 0.4 percentage points respectively. Included in quarter one were provisions of $82 million in respect of the global supply chain productivity initiatives announced in February and $24 million for fixed assets and supplier commitments relating to termination of AGI-1067 development. Taking all these factors together, underlying gross margin increased by 0.7 percentage points, primarily due to continuing operational efficiencies. 

R&D expenditure was $1,170 million in the quarter, up 26 percent over last year due principally to increased activity levels, the effect of the externalisation strategy and intangible impairment provisions totalling $69 million in respect of collaborations with AtheroGenics (AGI-1067) and Avanir (Reverse Cholesterol Transport enhancing compounds). In comparison to the first quarter 2006, R&D as a percentage of sales increased 2.9 percentage points to 16.8 percent, of which currency accounted for 0.7 percentage points.

At constant rates of exchange, SG&A costs of $2,217 million were in line with quarter one in 2006. In comparison to the first quarter 2006, SG&A as a percentage of sales fell by 2.4 percentage points to 31.8 percent of sales, of which currency accounted for 0.4 percentage points.

Other income of $138 million was $61 million higher than the first quarter in 2006 and increased operating margin by 0.8 percentage points. The increase was primarily due to unanticipated insurance recoveries offset by expected reductions in royalty income.

Included within cost of sales is the movement in the fair value of financial instruments used to manage our transactional currency exposures; the net gain in the quarter was $1 million (compared with a loss of $1 million for the same period last year). Other fair value movements of $1 million are charged elsewhere in the income statement.
 
Toprol-XLTM

In quarter one, Toprol-XL™ combined with the authorised generic contributed US sales of $331 million and EPS of $0.13. The timing of entry to the markets of other proposed generic products is difficult to predict; as a result, the Company believes that future performance can be best judged by excluding Toprol-XL™ from current performance. Consequently, if Toprol-XL™ were excluded from the current and prior year, sales growth would be 10 percent and EPS growth would be 14 percent on a CER basis.
 
7

 
AstraZeneca PLC
 
Productivity Initiatives

In February 2007, the Company announced a programme to improve asset utilisation within its global supply chain. The programme is anticipated to span a three-year period, and cost approximately $500 million (of which approximately $300 million will be cash). Approximately $250 million is expected to be incurred in 2007, of which cash restructuring costs of $82 million were charged to cost of sales in the first quarter.

Over the remainder of the year, further restructuring initiatives will be undertaken to improve the long-term efficiency of the business.

Interest and Dividend Income

Net interest and dividend income for the quarter was $97 million, compared with $68 million for the same period last year. The increase over quarter one last year is primarily attributable to higher average investment balances and yields. The reported amounts include $8 million (2006 $11 million) arising from employee benefit fund assets and liabilities reported under IAS 19, “Employee Benefits”.
 
Taxation

The effective tax rate for the quarter is 31.0 percent compared with 30.3 percent for the same period last year and 29.0 percent for 2006. The increase in the tax rate is due to a different geographical mix of profits and a lower level of tax relief in respect of share based payments. For the full year the tax rate is anticipated to be around 29 percent.
 
Cash Flow

Free cash flow (net cash generated and available for acquisitions or distribution to shareholders) for the quarter was $1,907 million, compared to $1,336 million in 2006. $3,029 million was returned to shareholders (through net share repurchases of $1,151 million and the dividend payment of $1,878 million) and $143 million was invested in the acquisition of Arrow Therapeutics Limited, leading to an overall decrease in net funds of $1,265 million for the quarter.
 
Cash generated from operating activities in the first quarter was $2,187 million, $675 million higher than in 2006. This was driven partly by increased profit before tax and also by a reduction in working capital outflows compared to 2006, which is due to the timing of payments to suppliers, offset by outflows from higher trade recoverables.
 
Net cash outflows from investing activities were $616 million in the quarter, compared to $1,903 million in 2006. This reduction substantially reflects the reallocation of funds between cash equivalents and short-term deposits; after eliminating this effect, the net outflow reflects increased expenditure on intangible assets arising from new externalisation deals.
 
Investments

In January, the Company capitalised $100 million relating to the collaboration with Bristol-Myers Squibb (BMS) in respect of the two investigational compounds for the treatment of Type 2 Diabetes, saxagliptin and dapagliflozin.

Also in January, the Company announced an exclusive global licensing and research collaboration with Palatin Technologies Inc. to discover, develop and commercialise small molecule compounds that target melanocortin receptors for the treatment of obesity and related indications. The $10 million upfront payment has been capitalised as an intangible asset.

In February, the Company completed the acquisition of Arrow Therapeutics Limited at a net cost of $143 million, strengthening its portfolio of promising anti-infective treatments from external opportunities and providing a widely recognised expert group and technology platform in an area of research that complements internal capabilities in anti-bacterials.

In March, a further milestone payment of $20 million was accrued in relation to the collaboration with Protherics Plc. This was payable upon the successful scale-up of the manufacturing process under the development and commercialisation agreement for the anti-sepsis product CytoFabTM.
 
8

 
AstraZeneca PLC
 
Share Repurchase Programme
 
During the first quarter, 21.1 million shares were repurchased for cancellation at a total cost of $1,184 million. 0.7 million shares were issued, in consideration of share option exercises and in relation to employee share plans, for a total of $33 million.

The total number of shares in issue at 31 March 2007 is 1,512 million.

The share buy back programme is calculated to have added 2 cents to EPS for the quarter, after allowing for an estimate of interest income foregone.
 
 
R&D Update
 
In January, the Company and Palatin Technologies Inc. announced an exclusive global licensing and research collaboration to discover, develop and commercialise small molecule compounds that target melanocortin receptors. This programme offers significant potential for the development of novel treatments for obesity, diabetes and metabolic syndrome.

During the first quarter, the Company’s collaboration partner Protherics Inc. successfully scaled up the manufacturing process for CytoFab to a 600 litre batch size. This will enable the start of the expanded Phase II clinical programme in the second half of the year as planned.

As previously announced, the phase III ARISE trial, a clinical outcomes trial which studied AGI-1067, an investigational anti-atherosclerosis agent from AtheroGenics, Inc., did not meet its primary endpoint. After completion of the final study analysis, and under the terms of the licensing and collaboration agreement, the Company has confirmed to AtheroGenics Inc. that it has decided to terminate the licensing and collaboration agreement.

On 16 April, the Company announced that agreement has been reached between KuDOS Pharmaceuticals Ltd., which is a wholly owned subsidiary of AstraZeneca UK Ltd., Novacea Inc. and BTG plc regarding future development of AQ4N (Bonoxantrone, AZD1689). Novacea will acquire exclusive rights for the worldwide development of AQ4N, including countries (outside of North America) which were formerly exclusively licensed to KuDOS.

Development of AZD9684, a CPU inhibitor being investigated as a treatment for thrombosis, has been discontinued.

The Company and Avanir Pharmaceuticals have mutually agreed to end their research collaboration and license agreement on the Reverse Cholesterol Transport compounds. As a consequence, the Company will discontinue further development of the Phase I compound AZD2479.

 
Calendar
 
26 July 2007
Announcement of second quarter and half year 2007 results
1 November 2007
Announcement of third quarter and nine months 2007 results
   

David Brennan
Chief Executive Officer
 

 

9


 
Item 21
 
 
Consolidated Income Statement 
 
 
For the quarter ended 31 March
    2007
$m
 
   
2006
$m
 
               
Sales
    6,966    
6,180
 
Cost of sales
    (1,486 )  
(1,251
)
Distribution costs
    (61 )  
(54
)
Research and development
    (1,170 )  
(861
)
Selling, general and administrative costs
    (2,217 )  
(2,115
)
Other operating income
    138    
77
 
Operating profit
    2,170    
1,976
 
Finance income
    247    
200
 
Finance expense
    (150 )  
(132
)
Profit before tax
    2,267    
2,044
 
Taxation
    (703 )  
(620
)
Profit for the period
    1,564    
1,424
 
               
               
Attributable to:
             
Equity holders of the Company
    1,560    
1,425
 
Minority interests
    4    
(1
)
      1,564    
1,424
 
               
               
Basic earnings per $0.25 Ordinary Share
    $1.02    
$0.90
 
Diluted earnings per $0.25 Ordinary Share
    $1.02    
$0.90
 
Weighted average number of Ordinary Shares in issue (millions)
    1,527    
1,579
 
Diluted average number of Ordinary Shares in issue (millions)
    1,531    
1,582
 

10


 
 
Consolidated Balance Sheet
 
 
   
At 31 March
2007
$m
   
At 31 Dec
2006
$m
 
 ASSETS
Non-current assets
             
Property, plant and equipment
   
7,420
   
7,453
 
Intangible assets, including goodwill
   
4,447
   
4,204
 
Other investments
   
116
   
119
 
Deferred tax assets
   
1,296
   
1,220
 
     
13,279
   
12,996
 
Current assets
             
Inventories
   
2,294
   
2,250
 
Trade and other receivables
   
6,238
   
5,561
 
Other investments
   
849
   
657
 
Income tax receivable
   
1,338
   
1,365
 
Cash and cash equivalents
   
5,567
   
7,103
 
     
16,286
   
16,936
 
Total assets
   
29,565
   
29,932
 
LIABILITIES
Current liabilities
             
Interest bearing loans and borrowings
   
(59
)
 
(136
)
Trade and other payables
   
(7,012
)
 
(6,334
)
Income tax payable
   
(3,278
)
 
(2,977
)
     
(10,349
)
 
(9,447
)
Non-current liabilities
             
Interest bearing loans and borrowings
   
(1,087
)
 
(1,087
)
Deferred tax liabilities
   
(1,695
)
 
(1,559
)
Retirement benefit obligations
   
(1,772
)
 
(1,842
)
Provisions
   
(384
)
 
(327
)
Other payables
   
(256
)
 
(254
)
     
(5,194
)
 
(5,069
)
Total liabilities
   
(15,543
)
 
(14,516
)
Net assets
   
14,022
   
15,416
 
 
EQUITY
             
Capital and reserves attributable to equity holders of the Company
             
Share capital
   
378
   
383
 
Share premium account
   
1,704
   
1,671
 
Other reserves
   
1,884
   
1,902
 
Retained earnings
   
9,941
   
11,348
 
     
13,907
   
15,304
 
Minority equity interests
   
115
   
112
 
Total equity
   
14,022
   
15,416
 

11

 
Consolidated Cash Flow Statement  
 
For the quarter ended 31 March   2006
$m
  2007
$m
 
Cash flows from operating activities
             
Profit before taxation
   
2,267
   
2,044
 
Finance income and expense
   
(97
)
 
(68
)
Depreciation, amortisation and impairment
   
370
   
282
 
Increase in working capital
   
(61
)
 
(365
)
Other non-cash movements
   
88
   
41
 
Cash generated from operations
   
2,567
   
1,934
 
Interest paid
   
(2
)
 
(12
)
Tax paid
   
(378
)
 
(410
)
Net cash inflow from operating activities
   
2,187
   
1,512
 
Cash flows from investing activities
             
Acquisition of businesses*
   
(143
)
 
(203
)
Movement in short term investments and fixed deposits*
   
(193
)
 
(1,524
)
Purchase of property, plant and equipment
   
(222
)
 
(181
)
Disposal of property, plant and equipment
   
13
   
12
 
Purchase of intangible assets
   
(183
)
 
(108
)
Purchase of non-current asset investments
   
-
   
(14
)
Disposal of non-current asset investments
   
-
   
54
 
Interest received
   
113
   
65
 
Dividends paid by subsidiaries to minority interests
   
(1
)
 
(4
)
Net cash outflow from investing activities
   
(616
)
 
(1,903
)
Net cash inflow/(outflow) before financing activities*
   
1,571
   
(391
)
Cash flows from financing activities
             
Proceeds from issue of share capital
   
33
   
362
 
Repurchase of shares
   
(1,184
)
 
(564
)
Dividends paid
   
(1,878
)
 
(1,442
)
Movement in short term borrowings
   
(10
)
 
2
 
Net cash outflow from financing activities
   
(3,039
)
 
(1,642
)
Net decrease in cash and cash equivalents in the period
   
(1,468
)
 
(2,033
)
Cash and cash equivalents at the beginning of the period
   
6,989
   
4,895
 
Exchange rate effects
   
(1
)
 
7
 
Cash and cash equivalents at the end of the period
   
5,520
   
2,869
 
Cash and cash equivalents consists of:
             
Cash and cash equivalents
   
5,567
   
2,954
 
Overdrafts
   
(47
)
 
(85
)
     
5,520
   
2,869
 
 
Note: Free Cash Flow (*) of $1,907 million (2006: $1,336 million) is calculated as; net cash inflow/(outflow) before financing activities, adjusted for: acquisition of businesses, movements in short term investments and fixed deposits.
 
12


Consolidated Statement of Recognised Income and Expense
 
For the quarter ended 31 March     2007
$m
    2006
$m
 
Profit for the period
   
1,564
   
1,424
 
Foreign exchange adjustments on consolidation
   
(22
)
 
87
 
Available for sale (losses)/gains taken to equity
   
(2
)
 
18
 
Actuarial gains for the period
   
84
   
151
 
Tax on items taken directly to reserves
   
(16
)
 
(33
)
     
44
   
223
 
Total recognised income and expense for the period
   
1,608
   
1,647
 
Attributable to:
             
Equity holders of the Company
   
1,605
   
1,647
 
Minority interests
   
3
   
-
 
     
1,608
   
1,647
 
 
13


Notes to the Interim Financial Statements

 
 1 BASIS OF PREPARATION AND ACCOUNTING POLICIES
 
The unaudited financial statements for the quarter ended 31 March 2007 have been prepared in accordance with International Accounting Standards and International Financial Reporting Standards (collectively “IFRS”) as adopted by the European Union (EU). Details of the accounting policies applied are those set out in AstraZeneca PLC’s Annual Report and Form 20-F Information 2006.
 
The information contained in Note 3 updates the disclosures concerning legal proceedings and contingent liabilities in the Company’s Annual Report and Form 20-F Information 2006.
 
These interim financial statements do not constitute statutory accounts of the Group within the meaning of Section 240 of the Companies Act 1985. Statutory accounts for the year ended 31 December 2006 will be filed with the Registrar of Companies following the Company’s Annual General Meeting. The auditors’ report on those accounts was unqualified and did not contain any statement under Section 237 of the Companies Act 1985.
 
2
NET CASH FUNDS

The table below provides an analysis of net cash funds and a reconciliation of net cash flow to the movement in net cash funds. 
 
     
At 1 Jan
flow
$m
 
 
 
Cash flow
$m
 
 
Acquisitions
$m
   
Non-cash
movements
$m
   
 
Exchange
movements
$m
   
At 31 March
2007
$m
 
Loans due after 1 year
   
(1,087
)
 
-
   
-
   
-
   
-
   
(1,087
)
Other investments - current
   
657
   
193
   
-
   
(1
)
 
-
   
849
 
Cash and cash equivalents
   
7,103
   
(1,535
)
 
-
   
-
   
(1
)
 
5,567
 
Overdrafts
   
(114
)
 
67
   
-
   
-
   
-
   
(47
)
Short term borrowings
   
(22
)
 
10
   
-
   
-
   
-
   
(12
)
     
7,624
   
(1,265
)
 
-
   
(1
)
 
(1
)
 
6,357
 
Net funds
   
6,537
   
(1,265
)
 
-
   
(1
)
 
(1
)
 
5,270
 
 
Non-cash movements in the period consist of fair value adjustments under IAS 39.
 

 
14

 
3
LEGAL PROCEEDINGS AND COMMITMENTS
 

AstraZeneca is involved in various legal proceedings typical to its business including litigation relating to employment matters, product liability, commercial disputes, infringement of intellectual property rights and the validity of certain patents. The matters discussed below constitute the more significant developments since the publication of the legal proceedings in the Form 20-F filing in respect of the fiscal year ended 31 December 2006 and filed with the SEC on 27 March 2007.

Matters disclosed in respect of the first quarter of 2007 and April 2007.
 
Seroquel™
 
In March 2007, AstraZeneca received a notice from Sandoz, Inc. that Sandoz had submitted an Abbreviated New Drug Application (ANDA) for quetiapine fumarate 25mg tablets. AstraZeneca’s patent covering Seroquel™ tablets is listed in the FDA’s Orange Book. The Sandoz notice contained a Paragraph IV certification alleging non-infringement and patent invalidity in respect of AstraZeneca’s listed patent covering Seroquel™. Sandoz is the second generic drug manufacturer to submit an ANDA containing a Paragraph IV certification and seeking approval to market a 25mg quetiapine fumarate tablet. As disclosed in November 2005, Teva Pharmaceuticals USA submitted the first ANDA seeking approval to market 25mg quetiapine fumarate tablets and notifying AstraZeneca of an ANDA submission to the FDA containing a paragraph IV certification. In February 2006, Teva supplemented its ANDA to seek approval to market 100, 200 and 300mg quetiapine fumarate tablets.

In April 2007, AstraZeneca filed a patent infringement lawsuit in U.S. Federal District Court, District of New Jersey, against Sandoz for patent infringement in respect of its 25mg ANDA product. Currently pending in U.S. Federal District Court, District of New Jersey, is AstraZeneca’s consolidated ANDA patent infringement action relating to Teva’s ANDA for 25, 100, 200 and 300mg quetiapine fumarate tablets.

In January 2007, Teva sought leave to amend its responsive pleadings in AstraZeneca’s consolidated lawsuit against Teva to add allegations, defenses, and counter-claims directed to AstraZeneca’s alleged inequitable conduct in the procurement of its patent. AstraZeneca did not object to the Court granting leave to amend, and, in March 2007, the Court allowed Teva to amend its pleadings. Later in March 2007, AstraZeneca filed a responsive pleading denying or contesting Teva’s amended pleadings.
 
Government Investigation
 
AstraZeneca, along with several other manufacturers, has received a letter from the Committee on Oversight and Government Reform of the U.S. House of Representatives as part of the Committee's ongoing oversight of the pharmaceutical industry's research and marketing practices. The Committee has requested that AstraZeneca provide clinical and marketing information relating to Seroquel™. AstraZeneca is co-operating with the Committee's enquiry.
 
Crestor™
 
As previously disclosed, AstraZeneca Pharmaceuticals LP and/or AstraZeneca LP in the US were served with seven individual lawsuits in 2004 and 2005 involving alleged injury in association with the use of Crestor™. Five of these lawsuits have now been dismissed. In addition, a motion for authorisation to institute a class action and to be a representative was filed in Quebec, Canada against AstraZeneca PLC and AstraZeneca Canada Inc., in which the petitioner alleged injury as a result of the use of Crestor™. This matter was dismissed in March 2007. During 2006, AstraZeneca was served with six additional individual lawsuits in the US, all six of which have since been dismissed. AstraZeneca is vigorously defending all the remaining actions.


15


4      FIRST QUARTER TERRITORIAL SALES ANALYSIS  
 
                 
 % Growth 
 
     
1st Quarter
2007
$m
   
1st Quarter
2006
$m
    Actual    
Constant
Currency
 
US
   
3,234
   
2,882
   
12
   
12
 
Canada
   
254
   
250
   
2
   
2
 
North America
   
3,488
   
3,132
   
11
   
11
 
Western Europe
   
2,200
   
1,934
   
14
   
4
 
Japan
   
331
   
304
   
9
   
12
 
Other Established ROW
   
133
   
117
   
14
   
7
 
Established ROW*
   
2,664
   
2,355
   
13
   
5
 
Emerging Europe
   
246
   
238
   
3
   
-
 
China
   
92
   
72
   
28
   
25
 
Emerging Asia Pacific
   
169
   
149
   
13
   
8
 
Other Emerging ROW
   
307
   
234
   
31
   
29
 
Emerging ROW
   
814
   
693
   
17
   
14
 
Total Sales
   
6,966
   
6,180
   
13
   
9
 
 
* Established ROW comprises Western Europe (including France, UK, Germany, Italy, Sweden and others), Japan, Australia and New Zealand.
 

 

16

 
 

 

 
5
FIRST QUARTER PRODUCT SALES ANALYSIS
 
     
World 
 
 US 
 
 
   
1st Quarter
2007
$m
     
1st Quarter
2006
$m
    Actual
Growth
%
   
Constant
Currency
Growth
%
   
Quarter
2007
$m
   
Actual
Growth
%
 
 Gastrointestinal:                                      
Nexium
   
1,308
   
1,189
   
10
   
8
   
862
   
9
 
Losec/Prilosec
   
279
   
344
   
(19
)
 
(22
)
 
54
   
(2
)
Others
   
20
   
18
   
11
   
6
   
7
   
-
 
Total Gastrointestinal
   
1,607
   
1,551
   
4
   
1
   
923
   
9
 
Cardiovascular:
                                     
Seloken/Toprol
   
444
   
456
   
(3
)
 
(4
)
 
331
   
(7
)
Crestor
   
628
   
387
   
62
   
59
   
343
   
56
 
Atacand
   
296
   
254
   
17
   
11
   
65
   
12
 
Tenormin
   
71
   
76
   
(7
)
 
(9
)
 
5
   
(29
)
Zestril
   
80
   
75
   
7
   
1
   
8
   
33
 
Plendil
   
65
   
72
   
(10
)
 
(14
)
 
7
   
17
 
Others
   
69
   
70
   
(1
)
 
(7
)
 
1
   
-
 
Total Cardiovascular
   
1,653
   
1,390
   
19
   
16
   
760
   
17
 
Respiratory:
                                     
Pulmicort
   
401
   
328
   
22
   
20
   
270
   
29
 
Symbicort
   
354
   
277
   
28
   
19
   
-
   
-
 
Rhinocort
   
92
   
85
   
8
   
6
   
63
   
3
 
Oxis
   
23
   
22
   
5
   
(5
)
 
-
   
-
 
Accolate
   
19
   
18
   
6
   
6
   
14
   
17
 
Others
   
42
   
35
   
20
   
11
   
-
   
-
 
Total Respiratory
   
931
   
765
   
22
   
17
   
347
   
23
 
Oncology:
                                     
Arimidex
   
401
   
335
   
20
   
15
   
162
   
27
 
Casodex
   
310
   
274
   
13
   
9
   
73
   
11
 
Zoladex
   
249
   
231
   
8
   
4
   
22
   
(8
)
Iressa
   
52
   
50
   
4
   
4
   
3
   
(25
)
Others
   
84
   
68
   
24
   
21
   
39
   
50
 
Total Oncology
   
1,096
   
958
   
14
   
11
   
299
   
21
 
Neuroscience:
                                   
Seroquel
   
923
   
807
   
14
   
13
   
655
   
11
 
Local anaesthetics
   
126
   
132
   
(5
)
 
(9
)
 
8
   
(67
)
Zomig
   
107
   
93
   
15
   
11
   
47
   
18
 
Diprivan
   
59
   
89
   
(34
)
 
(36
)
 
9
   
(74
)
Others
   
12
   
15
   
(20
)
 
(27
)
 
2
   
(50
)
Total Neuroscience
   
1,227
   
1,136
   
8
   
6
   
721
   
4
 
Infection and Other:
                                     
Merrem
   
178
   
141
   
26
   
21
   
35
   
21
 
Other Products
   
74
   
68
   
9
   
3
   
38
   
15
 
Total Infection and Other
   
252
   
209
   
21
   
15
   
73
   
18
 
Aptium Oncology
   
98
   
88
   
11
   
11
   
98
   
11
 
Astra Tech
   
102
   
83
   
23
   
13
   
13
   
44
 
Total
   
6,966
   
6,180
   
13
   
9
   
3,234
   
12
 
17

 
Shareholder Information

ANNOUNCEMENTS AND MEETINGS
 
Annual General Meeting
26 April 2007
Announcement of second quarter and half year 2007 results
26 July 2007
Announcement of third quarter and nine months 2007 results
1 November 2007

 
DIVIDENDS
 
The record date for the second interim dividend for 2006 paid on 19 March 2007 (in the UK, Sweden and the US) was 9 February 2007. Ordinary shares traded ex-dividend on the London and Stockholm Stock Exchanges from 7 February 2007. ADRs traded ex-dividend on the New York Stock Exchange from the same date.
 
Future dividends will normally be paid as follows:  
   
First interim
Announced in July and paid in September
   
Second interim
Announced in January/February and paid in March

 
TRADEMARKS
 
The following brand names used in these interim financial statements are trademarks of the AstraZeneca Group of companies:
 
Accolate Arimidex Astra Tech Atacand Casodex Crestor Diprivan Faslodex Iressa Losec Merrem Nexium Nolvadex Oxis Plendil Prilosec Pulmicort Pulmicort Respules Pulmicort Flexhaler Rhinocort Rhinocort Aqua Seloken Seroquel Symbicort Tenormin Toprol-XL Zestril Zoladex Zomig
 
ADDRESSES FOR CORRESPONDENCE
 
Registrar and
Transfer Office
The AstraZeneca Registrar
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex
BN99 6DA
UK
Tel (freephone in UK):
0800 389 1580
Tel (outside UK):
+44 (0)121 415 7033
Depositary
for ADRs
JPMorgan Chase Bank
JPMorgan Service Center
PO Box 3408
South Hackensack
NJ 07606-3408
US
 
Tel (toll free in US):
888 697 8018
Tel: +1 (201) 680 6630
Registered Office
 
15 Stanhope Gate
London
W1K 1LN
UK
 
 
 
Tel: +44 (0)20 7304 5000
Swedish Securities Registration Centre
VPC AB
PO Box 7822
SE-103 97 Stockholm
Sweden
 
 
 
Tel: +46 (0)8 402 9000

 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In order to utilise the ‘safe harbour’ provisions of the US Private Securities Litigation Reform Act 1995, we are providing the following cautionary statement: These interim financial statements contain certain forward-looking statements about AstraZeneca. Although we believe our expectations are based on reasonable assumptions, any forward-looking statements may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. We identify the forward-looking statements by using the words ‘anticipates’, ‘believes’, ‘expects’, ‘intends’ and similar expressions in such statements. These forward-looking statements are subject to numerous risks and uncertainties. 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: the loss or expiration of patents, marketing exclusivity or trade marks; the risk of substantial adverse litigation/government investigation claims and insufficient insurance coverage; exchange rate fluctuations; the risk that R&D will not yield new products that achieve commercial success; the risk that strategic alliances will be unsuccessful; 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 failure to manage a crisis; the risk of delay to new product launches; the difficulties of obtaining and maintaining regulatory approvals for products; the risk of failure to observe ongoing regulatory oversight; the risk that new products do not perform as we expect; the risk of environmental liabilities; the risks associated with conducting business in emerging markets; the risk of reputational damage; and the risk of product counterfeiting.
 
 
 

 
18


Item 22

AstraZeneca announces decision to discontinue collaboration
with AtheroGenics regarding AGI-1067

AstraZeneca today announced that it has decided to terminate the License and Collaboration Agreement with AtheroGenics, Inc. (Nasdaq: AGIX), regarding AGI-1067. 

AGI-1067, an investigational anti-atherosclerotic agent, was studied in the ARISE (Aggressive Reduction of Inflammation Stops Events) phase III clinical outcomes trial in patients with coronary artery disease (CAD). The initial results from ARISE were announced by AtheroGenics on 19 March 2007 and presented at the American College of Cardiology on 27 March 2007.

The decision to terminate the collaboration was reached following a full analysis of the AGI-1067 product profile in the context of the terms and conditions of the License and Collaboration agreement.

Provisions for the impairment of intangible assets and associated close down costs of $83m to be taken in 1Q 2007.

The ARISE study
ARISE was a double-blind, randomised, placebo controlled study which involved more than 6,000 patients with coronary artery disease from over 250 centres in Canada, South Africa, the UK and the US. The study was designed to evaluate the additional benefits of adding AGI-1067 to current standard of care therapies, on several outcomes due to coronary vascular events such as death, heart attack, stroke, revascularisation and hospital admission for unstable angina.

AstraZeneca
AstraZeneca is a major international healthcare business engaged in the research, development, manufacture and marketing of prescription pharmaceuticals and the supply of healthcare services. It is one of the world's leading pharmaceutical companies with healthcare sales of $26.47 billion and leading positions in sales of gastrointestinal, cardiovascular, neuroscience, respiratory, oncology and infection products. AstraZeneca is listed in the Dow Jones Sustainability Index (Global) as well as the FTSE4 Good Index.
 


23 April 2007

Media enquiries:
Patricia O’Connor, Tel: +46 708 46 76 33
Edel McCaffrey, Tel: +44 (0) 207 304 5034
Steve Brown, Tel: +44 (0) 207 304 5033

Investor Relations:
Mina Blair, Tel: +44 (0) 207 304 5084
Jonathan Hunt, Tel: +44 (0) 207 304 5087
Karl Hard, Tel: +44 (0)207 304 5322
Jörgen Winroth, Tel: +1 (212) 579 0506
Ed Seage, Tel: +1 302 886 4065


-Ends-

 


Item 23


REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 286,366 ordinary shares of AstraZeneca PLC at a price of 2956 pence per share on 20 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,508,693,542.


G H R Musker
Company Secretary
23 April 2007
 
 


 
Item 24
 
[NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION]
 
      23rd April 2007
 
AstraZeneca to acquire MedImmune for $58 per share in a fully recommended, all-cash
transaction with a total enterprise value of $15.2 billion

Acquisition delivers AstraZeneca biologics ambition faster

Creates a leading, fully-integrated biotechnology business within AstraZeneca with critical
mass in research, development, regulatory and manufacturing with global sales reach

Significantly expands product pipeline by adding 45 projects including 2 late-stage
products and a blockbuster marketed monoclonal antibody, Synagis

 
Summary
AstraZeneca PLC (“AstraZeneca”) today announced that it has entered into a definitive agreement to acquire MedImmune, Inc. (“MedImmune”), in an all-cash transaction. Under the terms of the agreement, which has unanimous MedImmune Board support, AstraZeneca will acquire all of the fully diluted shares of MedImmune common stock at a price of $58 per share, for a total consideration of approximately $15.6 billion (including approximately $340m net cash).

The acquisition of MedImmune significantly accelerates AstraZeneca’s biologics strategy. The combination of MedImmune with AstraZeneca’s wholly-owned subsidiary Cambridge Antibody Technology (“CAT”) will create a world-class, fully integrated biologics and vaccines business within the AstraZeneca Group with critical mass in research, development, regulatory, manufacturing and global sales and marketing reach.

MedImmune is a world-leading, profitable, biotechnology company with a record of proven success with revenue in 2006 of $1.3bn, profit before tax of $75m and gross assets of $3.0bn.

The acquisition extends AstraZeneca’s R&D science base to allow it to address novel drug targets through 3 key technological approaches: small molecules, biologics and, for the first time, vaccines.

Overall, the combination of MedImmune with AstraZeneca’s existing capabilities will be capable of delivering a greater number of new biologic products to bring benefit to patients in AstraZeneca’s prioritised disease areas.

The deal is expected to close in June 2007.
 
Highlights and acquisition benefits
 
R&D capability

·  
Expands and diversifies AstraZeneca’s science base by establishing an international platform capable of delivering a greater flow of new medicines in AstraZeneca’s prioritised disease areas, embracing small molecules, monoclonal antibodies, next generation biologics and vaccines

·  
Natural fit between CAT and MedImmune
 
·  
Complementary with existing AstraZeneca therapeutic area strengths in Oncology, Infection and Respiratory & Inflammation
 
·  
Provides entry into vaccines; through proprietary live attenuated vaccines capability
 

·  
Brings significant regulatory experience in making Biologics License Applications
 
·  
Enhanced biologics capability positions AstraZeneca as a more compelling licensing partner, improving AstraZeneca’s externalisation position
 
Manufacturing
 
·  
MedImmune is a leader in protein engineering and biologics manufacturing, with a production capacity of over 30,000L planned by 2010 and world leading cell line productivity levels. Through further modest investment, capacity could be increased to over 60,000L. This would secure production requirements for the long-term and avoid the need for major near-term ‘green-field’ manufacturing investment by AstraZeneca to support its biologics strategy
 
Pipeline
 
·  
Adds 2 late-stage assets: the next generation follow-on to ‘Synagis’, ‘Numax’ and refrigerated formulation ‘FluMist’ with an anticipated US launch for 2007-2008 influenza season 
 
·  
Increases the proportion of biologics in AstraZeneca’s pipeline from 7 percent to 27 percent and enlarges the total pipeline by 45 projects to 163 projects
 
·  
Diversifies and expands R&D capability to deliver a greater flow of new biologic products
 
Financial benefits
 
·  
Synergies from the acquisition of MedImmune and from related AstraZeneca activities are expected to be towards $500m per annum by 2009
 
·  
The acquisition is expected to be cash earnings enhancing in 2009
 
·  
The acquisition will be fully funded in cash, bringing improved financial efficiency through balance sheet leverage. Previously announced $4bn share buyback programme for 2007 unchanged
 
·  
Addition of attractive marketed products including ‘Synagis’ and ‘FluMist’ to AstraZeneca’s portfolio adds $1.2bn in sales. Consensus sales growth for this portfolio is forecast at 12% CAGR to 2010
 
·  
Provides AstraZeneca with several other substantial assets, including a royalty stream on the sales of the HPV vaccines with estimated consensus peak sales of $5.5bn, potential milestones and royalties on MedImmune’s other licensed products and $1.5bn cash, including $89.4m relating to MedImmune Ventures investments at book value
 
People
 
·  
Strong desire to retain employees and maintain culture, with emphasis on retaining key talent and critical skills
 
·  
One-time retention grant for employees

·  
David M. Mott, the Chief Executive Officer and President of MedImmune, and James F. Young, Ph.D., the President, Research and Development of MedImmune, have committed to remain with MedImmune and it is expected that other members of MedImmune’s senior management will stay with the company following the closing

·  
David M. Mott will take a leadership role within AstraZeneca
 

 
Commenting on the Offer, David Brennan, Chief Executive Officer of AstraZeneca, said:
“This acquisition represents a transformational step to deliver our biologics strategy sooner than anticipated. It creates a leading fully integrated biologics and vaccines business with critical mass and enhances AstraZeneca’s R&D science base through which we will deliver a stronger product pipeline.

MedImmune adds an exciting existing pipeline, including 2 late-stage products, great expertise in biologic drug development and state of the art manufacturing facilities.

We look forward to welcoming MedImmune’s employees into AstraZeneca and are excited by the potential to create significant value for all our shareholders, employees and patients that this acquisition brings.”

David M. Mott, CEO and President of MedImmune, said:

"After conducting a full and open process, whereby we evaluated potential interest in the value we have built over our 19 year history, we are very pleased to become a part of AstraZeneca. We believe that this transaction is in the best interest of all parties, including shareholders, employees and ultimately patients. The potential to harness the combined skills and capabilities of MedImmune, AstraZeneca and CAT and take our combined world class biologics capabilities to the next level, is very exciting and a challenge to which I am personally committed."
 
The Transaction
The acquisition is structured as an all cash tender offer for all outstanding shares of MedImmune common stock followed by a merger in which each remaining untendered share of MedImmune would be converted into the same $58 cash per share price paid in the tender offer. The acquisition is subject to the satisfaction of customary conditions, including the tender of a majority of the outstanding MedImmune shares on a fully-diluted basis and the expiration or earlier termination of the Hart-Scott-Rodino waiting period and other regulatory approvals. The tender offer will be commenced within 10 working days and is expected to close in June 2007, unless extended. The tender offer is not subject to a financing contingency.

The acquisition price represents a premium of approximately 53.3% to MedImmune’s closing share price of $37.84 on 11th April, 2007, this being the last business day prior to MedImmune’s announcement to explore strategic alternatives.

The transaction has been unanimously recommended by the Board of Directors of MedImmune.

The acquisition will be effected pursuant to a merger agreement. The merger agreement contains certain termination rights for each of AstraZeneca and MedImmune and further provides that, upon termination of the merger agreement under specified circumstances, MedImmune may be required to pay AstraZeneca a termination fee of $450 million.


 
Financing
The total consideration for the acquisition of MedImmune amounts to approximately $15 billion in cash. AstraZeneca will draw from a committed banking facility in the amount of $15 billion to provide the initial financing for the acquisition.

Additional Information

The tender offer described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell MedImmune common stock. Investors and security holders are urged to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer described in this press release when they become available because they will contain important information. The tender offer statement will be filed by AstraZeneca and a subsidiary of AstraZeneca with the Securities and Exchange Commission (“SEC”), and the solicitation/recommendation statement will be filed by MedImmune with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by AstraZeneca or MedImmune with the SEC at the website maintained by the SEC at www.sec.gov. The tender offer statement and related materials may be obtained for free by directing such requests to AstraZeneca (Investor Relations) at +44 (0) 207 304 5000. The solicitation/recommendation statement and such other documents may be obtained by directing such requests to MedImmune (Investor Relations) at 301-398-4358.
 
 

 
Enquiries:
 
AstraZeneca
 
Media Enquiries:
 
Steve Brown / Edel McCaffrey (London)
(020) 7304 5033/5034
Staffan Ternby (Sweden)
(8) 553 26107
Emily Denney (Wilmington)
(302) 885 3451
   
Analyst/Investor Enquiries:
 
Jonathan Hunt / Mina Blair / Karl Hård (London)
(020) 7304 5087/5084/5322
Staffan Ternby (Sweden)
(8) 553 26107
Ed Seage / Jorgen Winroth (US)
(302) 886 4065/(212) 579 0506
   
Merrill Lynch (Financial Adviser to AstraZeneca)
+44 (0) 20 7628 1000
Richard Girling
 
   
Deutsche Bank (Joint Corporate Broker to AstraZeneca)
+44 (0) 20 7545 8000
Charlie Foreman
 
   
Goldman Sachs (Joint Corporate Broker to AstraZeneca)
+44 (0) 20 7774 1000
Phil Raper
 
   
MedImmune
 
   
Media Enquiries:
 
Lori Weiman
240-372-4829
Jamie Lacey
301-398-4035
   
Analyst/Investor Enquiries:
 
Pete Vozzo
301-398-4358
 
AstraZeneca 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 11:30 BST.
 
Teleconference details
 
11:30 BST, 12:30 CEST, 06:30 EDT

 
There will be an interactive Q&A session
 
UK freephone
0800 559 3272
US freephone
+1 886 239 0753
 

 
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0200 887 737
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Item 25


REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 295,822 ordinary shares of AstraZeneca PLC at a price of 2865 pence per share on 23 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,508,603,616.


G H R Musker
Company Secretary
24 April 2007
 


Item 26


REPURCHASE OF SHARES IN ASTRAZENECA PLC


AstraZeneca PLC announced that on 24 April 2007, it purchased for cancellation 1,304,474 ordinary shares of AstraZeneca PLC at a price of 2786 pence per share.

Some of these shares were purchased under the terms of the previously announced irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007.

Upon the cancellation of these shares, the number of shares in issue will be 1,507,340,570.


G H R Musker
Company Secretary
25 April 2007
 


Item 27




Transaction by Person Discharging Managerial Responsibilities
Disclosure Rules DR 3.1.2R


We hereby inform you that on 24 April 2007, Martin Nicklasson, Executive Vice-President, Global Marketing, a person discharging managerial responsibilities, exercised options over 52,571 AstraZeneca PLC USD0.25 Ordinary Shares as follows:

- option over 15,151 shares at an option price of 2508 pence per share

- option over 28,209 shares at an option price of 2529 pence per share

- option over 9,211 shares at an option price of 2714 pence per share

The options were granted to Mr Nicklasson under the AstraZeneca Share Option Plan.

We also inform you that on 24 April 2007, Mr Nicklasson sold the 52,571 shares acquired from the exercise at a price of 2781 pence per share.


G H R Musker
Company Secretary
25 April 2007
 


Item 28

ASTRAZENECA PLC

ANNUAL GENERAL MEETING : 26 APRIL 2007


AstraZeneca PLC announced the results of the voting at its Annual General Meeting today. As proposed in the Notice of AGM, all Resolutions were decided by poll vote.

Resolution 1: Ordinary Resolution to receive the Company’s Accounts and the Reports of the Directors and Auditor for the year ended 31 December 2006:
 
VOTES FOR: 860,890,995 (97.33%)
   
VOTES AGAINST:  23,594,612 (2.67%)
 
 The Resolution was passed as an Ordinary Resolution.

Resolution 2: Ordinary Resolution to confirm dividends:
 
VOTES FOR: 908,634,212 (100%)
   
VOTES AGAINST:  45,353 (0%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 3: Ordinary Resolution to re-appoint KPMG Audit Plc, London as Auditor:
 
VOTES FOR: 892,728,682 (99.68%)
   
VOTES AGAINST:  2,898,464 (0.32%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 4: Ordinary Resolution to authorise the Directors to agree the remuneration of the Auditor:
 

 
VOTES FOR: 906,239,311 (99.86%)
   
VOTES AGAINST:  1,279,285 (0.14%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 5(a): Ordinary Resolution to re-elect Louis Schweitzer as a Director:
 
VOTES FOR: 851,335,417 (98.63%)
   
VOTES AGAINST:  11,862,809 (1.37%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 5(b): Ordinary Resolution to re-elect Håkan Mogren as a Director:
 
VOTES FOR: 883,948,298 (97.44%)
   
VOTES AGAINST:  23,267,528 (2.56%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 5(c): Ordinary Resolution to re-elect David R Brennan as a Director:
 
VOTES FOR: 892,147,778 (99.48%)
   
VOTES AGAINST:  4,684,827 (0.52%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 5(d): Ordinary Resolution to re-elect John Patterson as a Director:
 
VOTES FOR: 891,350,402 (99.48%)
   
VOTES AGAINST:  4,614,490 (0.52%)
 
The Resolution was passed as an Ordinary Resolution.
 
Resolution 5(e): Ordinary Resolution to re-elect Jonathan Symonds as a Director:
 
VOTES FOR: 891,635,719 (99.48%)
 

 
VOTES AGAINST:  4,624,144 (0.52%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 5(f): Ordinary Resolution to re-elect John Buchanan as a Director:
 
VOTES FOR: 888,358,360 (99.20%)
   
VOTES AGAINST:  7,179,449 (0.80%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 5(g): Ordinary Resolution to re-elect Jane Henney as a Director:
 
VOTES FOR: 888,168,135 (99.13%)
   
VOTES AGAINST:  7,830,923 (0.87%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 5(h): Ordinary Resolution to re-elect Michele Hooper as a Director:
 
VOTES FOR: 907,906,325 (99.90%)
   
VOTES AGAINST:   943,965 (0.10%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 5(i):
 
The Resolution was withdrawn prior to the meeting.

Resolution 5(j): Ordinary Resolution to re-elect Dame Nancy Rothwell as a Director:
 
VOTES FOR: 906,758,198 (99.91%)
   
VOTES AGAINST:  854,042, (0.09%)
 
The Resolution was passed as an Ordinary Resolution.


Resolution 5(k): Ordinary Resolution to re-elect John Varley as a Director:
 
VOTES FOR: 904,573,536 (99.76%)
   
VOTES AGAINST:  2,188,177 (0.24%)
:
The Resolution was passed as an Ordinary Resolution.

Resolution 5(l): Ordinary Resolution to re-elect Marcus Wallenberg as a Director:
 
VOTES FOR: 885,326,451 (98.85%)
   
VOTES AGAINST:  10,257,148 (1.15%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 6: Ordinary Resolution to approve the Directors’ Remuneration Report for the year ended 31 December 2006:
 
VOTES FOR: 820,779,377 (95.14%)
   
VOTES AGAINST:  41,945,824 (4.86%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 7: Ordinary Resolution to authorise limited EU political donations:
 
VOTES FOR: 887,648,416 (98.77%)
   
VOTES AGAINST:  11,083,491 (1.23%)
 
The Resolution was passed as an Ordinary Resolution.

Resolution 8: Ordinary Resolution to authorise the Directors to allot unissued shares:
 
VOTES FOR: 898,973,524 (98.91%)
   
VOTES AGAINST:  9,913,596 (1.09%)
 

 
The Resolution was passed as an Ordinary Resolution.

Resolution 9: Special Resolution to authorise the Directors to disapply pre-emption rights:
 
VOTES FOR: 901,098,301 (99.16%)
   
VOTES AGAINST:  7,594,128 (0.84%)
 
The Resolution was passed as a Special Resolution.

Resolution 10: Special Resolution to authorise the Company to purchase its own shares:
 
VOTES FOR: 908,465,073 (99.94%)
   
VOTES AGAINST:  544,863 (0.06%)
 
The Resolution was passed as a Special Resolution.

Resolution 11: Special Resolution to authorise the electronic communication with shareholders:
 
VOTES FOR: 907,901,669 (99.94%)
   
VOTES AGAINST:  583,040 (0.06%)
 
The Resolution was passed as a Special Resolution.

G H R Musker
Company Secretary
26 April 2007



Item 29


REPURCHASE OF SHARES IN ASTRAZENECA PLC


AstraZeneca PLC announced that on 25 April 2007, it purchased for cancellation 1,306,185 ordinary shares of AstraZeneca PLC at a price of 2764 pence per share.

Some of these shares were purchased under the terms of the previously announced irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007.

Upon the cancellation of these shares, the number of shares in issue will be 1,506,109,755.


G H R Musker
Company Secretary
26 April 2007
 


Item 30


REPURCHASE OF SHARES IN ASTRAZENECA PLC


AstraZeneca PLC announced that on 26 April 2007, it purchased for cancellation 1,305,572 ordinary shares of AstraZeneca PLC at a price of 2772 pence per share.

Some of these shares were purchased under the terms of the previously announced irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007.

Upon the cancellation of these shares, the number of shares in issue will be 1,505,832,423.


G H R Musker
Company Secretary
27 April 2007
 


Item 31


REPURCHASE OF SHARES IN ASTRAZENECA PLC


Further to the announcement of its irrevocable, non-discretionary share repurchase programme for the period 5 February 2007 to 30 April 2007, AstraZeneca PLC announced that under the terms of that programme it purchased for cancellation 309,231 ordinary shares of AstraZeneca PLC at a price of 2736 pence per share on 27 April 2007. Upon the cancellation of these shares, the number of shares in issue will be 1,504,541,716.


G H R Musker
Company Secretary
30 April 2007