SC TO-T
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(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
AstraZeneca UK Limited
(Names of Filing Persons (Offerors))
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
with a copy to
Thomas B. Shropshire, Jr.
Linklaters
One Silk Street
London EC2Y 8HQ
Tel: 011 44 20 7456 2000
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of
Filing Persons)
CALCULATION OF FILING FEE
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| Transaction Valuation(1) |
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Amount of Filing Fee(1)(2) |
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$427,428,792
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$45,735 |
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| (1) |
For purposes of calculating the filing fee pursuant to
Rule 0-11(d), the transaction value of the CAT Shares and
CAT ADSs (each CAT ADS represents one CAT Share) to be received
by AstraZeneca, assuming acceptance of the Offer by holders in
the United States, is calculated as follows: 17,191,000 CAT
Shares (including CAT Shares represented by CAT ADSs) in the
United States, representing 40% of the entire issued share
capital not already owned by AstraZeneca, multiplied by 1,320
pence per CAT Share, the cash consideration being offered per
CAT Share, which yields £226,921,210, converted to
U.S. dollars at the daily noon buying rate for pounds
sterling in New York certified by the New York Federal Reserve
Bank for customs purposes on May 15, 2006, of
£1=$1.8836, which yields $427,428,792, multiplied by
0.0001070, which yields $45,735. Each of the capitalized terms
used is defined in the Offer Document (as defined below). |
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| (2) |
Sent via wire transfer to the SEC on May 23, 2006. |
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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. |
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Amount Previously Paid:
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Filing Party: |
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Form or Registration No.:
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Date Filed: |
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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:
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third-party tender offer subject to
Rule 14d-1. |
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issuer tender offer subject to
Rule 13e-4. |
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going-private transaction subject to
Rule 13e-3. |
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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
Unless otherwise defined herein, capitalized terms used in
this Schedule TO shall have the meaning given to them in
the Offer Document (as described below).
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| ITEM 1. |
SUMMARY TERM SHEET. |
The information required by Item 1001 of
Regulation M-A is set forth in the “Frequently Asked
Questions” contained in the Offer Document dated May 23,
2006 (the “Offer Document”) of AstraZeneca and
is incorporated herein by this reference.
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| ITEM 2. |
SUBJECT COMPANY INFORMATION. |
The information required by Item 1002(a) of
Regulation M-A is set forth in paragraph 2.6 of
Appendix V of the Offer Document and is incorporated herein
by this reference.
The information required by Item 1002(b) of
Regulation M-A is set forth in paragraphs 3
and 10 of Appendix V of the Offer Document and is
incorporated herein by this reference.
The information required by Item 1002(c) of
Regulation M-A is set forth in paragraph 3 of
Appendix V of the Offer Document and is incorporated herein
by this reference.
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| ITEM 3. |
IDENTITY AND BACKGROUND OF FILING PERSON. |
This Schedule TO is being filed by AstraZeneca and its
parent, AstraZeneca PLC.
The information required by Items 1003(a) through
(c) of Regulation M-A is set forth in “Frequently
Asked Questions” and in paragraphs 2.1 through 2.5 of
Appendix V of the Offer Document and is incorporated herein
by this reference.
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| ITEM 4. |
TERMS OF THE TRANSACTION. |
The information required by Item 1004(a) of
Regulation M-A is set forth in “Frequently Asked
Questions”, Part II — “Letter from
AstraZeneca”, Part III — “Special
Factors”, and Appendices I, II and V of the Offer
Document and is incorporated herein by this reference.
ITEM 5. PAST CONTACTS,
TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information required by Item 1005(a) and (b) of
Regulation M-A is set forth in Part III —
“Special Factors” and paragraphs 4 and 11 of Appendix
V of the Offer Document and is incorporated herein by
this reference.
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| ITEM 6. |
PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. |
The information required by Item 1006(a) and (c)(1) through
(7) of Regulation M-A is set forth in “Frequently
Asked Questions”, Part I — “Letter from
the Chairman of CAT”, Part II — “Letter
from AstraZeneca”, Part III — “Special
Factors” and Appendix V of the Offer Document and is
incorporated herein by this reference.
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| ITEM 7. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The information required by Item 1007(a) of
Regulation M-A is set forth in “Frequently Asked
Questions”, Part II — “Letter from
AstraZeneca” and paragraph 8 of Appendix V of the Offer
Document and is incorporated herein by this reference.
In response to the information required by Item 1007(b) of
Regulation M-A, the financing for the Offer does not have
any conditions, it has been derived from AstraZeneca’s
existing cash resources.
Item 1007(d) of Regulation M-A is not applicable in
the context of the Offer.
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| ITEM 8. |
INTEREST IN SECURITIES OF THE SUBJECT COMPANY. |
The information required by Item 1008(a) of
Regulation M-A is set forth in “Frequently Asked
Questions”, Part III — “Special
Factors” and Appendix V of the Offer Document and is
incorporated herein by this reference.
The information required by Item 1008(b) of
Regulation M-A is set forth in Appendix V of the Offer
document and is incorporated herein by this reference.
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| ITEM 9. |
PERSONS/ ASSETS, RETAINED, EMPLOYED, COMPENSATED OR
USED. |
The information required by Item 1009(a) of
Regulation M-A is set forth in paragraph 11 of
Appendix V of the Offer Document and is incorporated herein
by this reference.
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| ITEM 10. |
FINANCIAL STATEMENTS. |
In response to Item 1010(a) and (b) of
Regulation M-A, as permitted under Instruction 2 to
this Item, the financial statements of AstraZeneca and
AstraZeneca PLC have been omitted from the Offer Document as
they are not considered to be material to the decision of a
holder of CAT Securities since there is no financing condition
to the Offer and the Offer is a cash offer for all outstanding
CAT Securities.
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| ITEM 11. |
ADDITIONAL INFORMATION. |
The information set forth in the Offer Document, the Form of
Acceptance, Authority and Election, the Letter of Transmittal
and the Notice of Guaranteed Delivery is incorporated herein by
reference.
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99 |
.(a)(1) |
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Offer Document dated May 23, 2006 |
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99 |
.(a)(2) |
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Letter of Transmittal |
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99 |
.(a)(3) |
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Notice of Guaranteed Delivery |
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99 |
.(a)(4) |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees |
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99 |
.(a)(5) |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees |
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99 |
.(a)(6) |
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Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 |
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99 |
.(a)(7) |
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Summary Advertisement in The Wall Street Journal, dated
May 23, 2006 |
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99 |
.(a)(8) |
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Form of Acceptance, Authority and Election |
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99 |
.(a)(9) |
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Press release announcing the posting of the Offer Document,
dated May 23, 2006 |
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99 |
.(c)(1) |
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Opinion of Morgan Stanley & Co. Limited to the board of
directors of Cambridge Antibody Technology Group plc, dated
May 14, 2006 |
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.(d)(1)* |
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Irrevocable Undertaking between John Christopher Aston and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(2)* |
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Irrevocable Undertaking between John Robert Brown and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(3)* |
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Irrevocable Undertaking between Peter Alan Chambré and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(4)* |
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Irrevocable Undertaking between Christopher Marshall and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(5)* |
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Irrevocable Undertaking between Diane Mary Mellet and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(6)* |
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Irrevocable Undertaking between Paul Nicholson and AstraZeneca
UK Limited, dated May 14, 2006 |
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99 |
.(d)(7)* |
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Irrevocable Undertaking between Peter Ringrose and AstraZeneca
UK Limited, dated May 14, 2006 |
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99 |
.(d)(8)* |
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Irrevocable Undertaking between Ake Stavling and AstraZeneca UK
Limited, dated May 14, 2006 |
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99 |
.(d)(9)* |
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Irrevocable Undertaking between John Stocker and AstraZeneca UK
Limited, dated May 14, 2006 |
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99 |
.(d)(10)^ |
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Collaboration and Licence Agreement, dated November 21,
2004, between Cambridge Antibody Technology Group plc and
AstraZeneca UK Limited |
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99 |
.(d)(11)* |
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Break Fee Agreement, dated May 14, 2006, between Cambridge
Antibody Technology Group plc and AstraZeneca UK Limited |
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99 |
.(d)(12)* |
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Cooperation Agreement, dated May 14, 2006, between
Cambridge Antibody Technology Group plc and AstraZeneca UK
Limited |
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99 |
.(d)(13)* |
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Exclusivity Agreement, dated May 14, 2006, between
Cambridge Antibody Technology Group plc and AstraZeneca UK
Limited |
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99 |
.(d)(14)+ |
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Subscription Agreement, dated November 21, 2004, between
Cambridge Antibody Technology Group plc and AstraZeneca UK
Limited |
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99 |
.(f)(1) |
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Description of appraisal rights arising under The Takeover
Directive (Interim Implementation) Regulations 2006 |
+ Incorporated by reference to the Schedule 13D filed by
AstraZeneca PLC dated December 27, 2004.
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Incorporated by reference from Exhibit 4.2 to the Annual Report
on Form 20-F filed
by Cambridge Antibody Technology Group plc on
December 16, 2004. |
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Incorporated by reference to Amendment No. 1 to the
Schedule 13D filed by AstraZeneca PLC dated May 15,
2006. |
ITEM 13. INFORMATION REQUIRED
BY SCHEDULE 13E-3.
Item 1. Summary Term
Sheet.
The information required by Item 1001 of
Regulation M-A is set forth in the “Frequently Asked
Questions” contained in the Offer Document and is
incorporated herein by this reference.
Item 2. Subject Company
Information
The information required by Item 1002(a) of
Regulation M-A is set forth in paragraph 2.6 of
Appendix V of the Offer Document and is incorporated herein
by this reference.
The information required by Item 1002(b) of
Regulation M-A is set forth in paragraphs 3
and 10 of Appendix V of the Offer Document and is
incorporated herein by this reference.
The information required by Item 1002(c) and (d) of
Regulation M-A is set forth in paragraph 3 of
Appendix V of the Offer Document and is incorporated herein
by this reference.
The information required by Item 1002(e) of
Regulation M-A is not applicable.
The information required by Item 1002(f) of
Regulation M-A is set forth in paragraph 2 of
Part III — “Special Factors” of the
Offer Document and incorporated herein by this reference.
Item 3. Identify and
Background of Filing Person.
This schedule is being filed by AstraZeneca and its parent,
AstraZeneca PLC.
The information required by Items 1003(a) through
(c) of Regulation M-A is set forth in “Frequently
Asked Questions” and in paragraphs 2.1 through 2.5 of
Appendix V of the Offer Document and is incorporated herein
by this reference.
3
Item 4. Terms of the
Transaction.
The information required by Item 1004(a) and
(c) through (f) of Regulation M-A is set forth in
“Frequently Asked Questions”, Part II —
“Letter from AstraZeneca”, Part III —
“Special Factors”, and Appendices I, II and
V of the Offer Document and is incorporated herein by this
reference.
Item 5. Past Contracts,
Transactions, Negotiations and Agreements.
The information required by Item 1005(a) through
(c) and (e) of Regulation M-A is set forth in
Part III — “Special Factors” and
paragraphs 4 and 11 of Appendix V of the Offer
Document and is incorporated herein by this reference.
Item 6. Purposes of the
Transaction and Plans or Proposals
The information required by Item 1006(b) and (c)(1) through
(8) of Regulation M-A is set forth in “Frequently
Asked Questions”, Part I — “Letter from
the Chairman of CAT”, Part II — “Letter
from AstraZeneca”, Part III — “Special
Factors” and Appendix V of the Offer Document and is
incorporated herein by this reference.
Item 7. Purposes,
Alternatives, Reasons and Effects.
The information required by Item 1013 of
Regulation M-A is set forth in “Frequently Asked
Questions”, paragraph 5 of Part II —
“Letter from AstraZeneca” and
Part III — “Special Factors” of the
Offer Document and is incorporated herein by this reference.
Item 8. Fairness of the
Transaction
The information required by Item 1014 of
Regulation M-A is set forth in paragraph 3 of
Part III — “Special Factors” and
Appendix III of the Offer Document and is incorporated
herein by this reference.
Item 9. Reports, Opinions,
Appraisals and Negotiations.
The information required by Item 1015 of
Regulation M-A is set forth in paragraph 3 and Annex A
of Part III — “Special Factors” of the
Offer Document and is incorporated herein by this reference.
Item 10. Source and Amounts
of Fund or Other Consideration.
The information required by Item 1007(a) of
Regulation M-A is set forth in “Frequently Asked
Questions”, Part II — “Letter from
AstraZeneca” and paragraph 8 of Appendix V of the Offer
Document and is incorporated herein by this reference.
In response to the information required by Item 1007(b) of
Regulation M-A, the financing for the Offer does not have
any conditions, it has been derived from AstraZeneca’s
existing cash resources.
The information required by Item 1007(c) of
Regulation M-A is set forth in paragraphs 11 and 14 of
Appendix V of the Offer Document and is incorporated herein
by this reference.
Item 1007(d) of Regulation M-A is not applicable in
the context of the Offer.
Item 11. Interest in Securities of the Subject
Company.
The information required by Item 1008(a) of
Regulation M-A is set forth in “Frequently Asked
Questions”, Part III — “Special
Factors” and Appendix V of the Offer Document and is
incorporated herein by this reference.
The information required by Item 1008(b) of
Regulation M-A is set forth in Appendix V of the Offer
document and is incorporated herein by this reference.
4
Item 12. The Solicitation or Recommendation.
The information required by Item 1012(d) and (e) of
Regulation M-A is set forth in “Frequently Asked
Questions”, Part I — “Letter from the
Chairman of CAT”, Part II — “Letter
from AstraZeneca”, Part III — “Special
Factors” and paragraph 4 of Appendix V of the
Offer Document and is incorporated herein by this reference.
Item 13. Financial Statements.
The information required by Item 1010(a) of
Regulation M-A is set forth in Appendix IV and
paragraph 11 of Appendix V of the Offer Document and
is incorporated herein by this reference.
In response to the information required by item 1010(b) of
Regulation M-A, neither AstraZeneca nor AstraZeneca PLC
believe that such information would be material in the context
of the Offer, particularly since the Offer is a cash offer for
all of the outstanding CAT Securities and, as a result, has not
included such information in the Offer Document.
Item 14. Persons/Assets, Retained, Employed, Compensated
or Used
The information required by Item 1009(a) of
Regulation M-A is set forth in paragraph 11 of
Appendix V of the Offer Document and is incorporated herein
by this reference.
Item 1009(b) of Regulation M-A is not applicable in
the context of the Offer.
Item 15. Additional Information
The information set forth in the Offer Document, the Form of
Acceptance, Authority and Election, the Letter of Transmittal
and the Notice of Guaranteed Delivery is incorporated herein by
reference.
Item 16. Exhibits
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99 |
.(a)(1) |
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Offer Document dated May 23, 2006 |
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99 |
.(a)(2) |
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Letter of Transmittal |
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99 |
.(a)(3) |
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Notice of Guaranteed Delivery |
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99 |
.(a)(4) |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees |
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99 |
.(a)(5) |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees |
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99 |
.(a)(6) |
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Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 |
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99 |
.(a)(7) |
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Summary Advertisement in The Wall Street Journal, dated
May 23, 2006 |
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99 |
.(a)(8) |
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Form of Acceptance, Authority and Election |
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99 |
.(a)(9) |
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Press release announcing the posting of the Offer Document,
dated May 23, 2006 |
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99 |
.(c)(1) |
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Opinion of Morgan Stanley & Co. Limited to the board of
directors of Cambridge Antibody Technology Group plc, dated
May 14, 2006 |
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99 |
.(d)(1)* |
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Irrevocable Undertaking between John Christopher Aston and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(2)* |
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Irrevocable Undertaking between John Robert Brown and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(3)* |
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Irrevocable Undertaking between Peter Alan Chambré and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(4)* |
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Irrevocable Undertaking between Christopher Marshall and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(5)* |
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Irrevocable Undertaking between Diane Mary Mellet and
AstraZeneca UK Limited, dated May 14, 2006 |
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99 |
.(d)(6)* |
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Irrevocable Undertaking between Paul Nicholson and AstraZeneca
UK Limited, dated May 14, 2006 |
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99 |
.(d)(7)* |
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Irrevocable Undertaking between Peter Ringrose and AstraZeneca
UK Limited, dated May 14, 2006 |
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99 |
.(d)(8)* |
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Irrevocable Undertaking between Ake Stavling and AstraZeneca UK
Limited, dated May 14, 2006 |
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99 |
.(d)(9)* |
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Irrevocable Undertaking between John Stocker and AstraZeneca UK
Limited, dated May 14, 2006 |
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99 |
.(d)(10)^ |
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Collaboration and Licence Agreement, dated November 21,
2004, between Cambridge Antibody Technology Group plc and
AstraZeneca UK Limited |
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99 |
.(d)(11)* |
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Break Fee Agreement, dated May 14, 2006, between Cambridge
Antibody Technology Group plc and AstraZeneca UK Limited |
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99 |
.(d)(12)* |
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Cooperation Agreement, dated May 14, 2006, between
Cambridge Antibody Technology Group plc and AstraZeneca UK
Limited |
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99 |
.(d)(13)* |
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Exclusivity Agreement, dated May 14, 2006, between
Cambridge Antibody Technology Group plc and AstraZeneca UK
Limited |
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99 |
.(d)(14)+ |
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Subscription Agreement, dated November 21, 2004, between
Cambridge Antibody Technology Group plc and AstraZeneca UK
Limited |
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99 |
.(f)(1) |
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Description of appraisal rights arising under The Takeover
Directive (Interim Implementation) Regulations 2006 |
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| + |
Incorporated by reference to the Schedule 13D filed by
AstraZeneca PLC dated December 27, 2004. |
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| ^ |
Incorporated by reference from Exhibit 4.2 to the Annual
Report on
Form 20-F filed by
Cambridge Antibody Technology Group plc on December 16, 2004. |
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| * |
Incorporated by reference to Amendment No. 1 to the
Schedule 13D filed by AstraZeneca PLC dated May 15,
2006. |
6
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
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Name: Graeme Musker |
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Title: Company Secretary and Solicitor |
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Date: May 23, 2006 |
7
EXHIBIT INDEX
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99.(a)(1) |
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Offer Document dated May 23, 2006 |
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99.(a)(2) |
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Letter of Transmittal |
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99.(a)(3) |
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Notice of Guaranteed Delivery |
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99.(a)(4) |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees |
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99.(a)(5) |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees |
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99.(a)(6) |
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Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 |
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99.(a)(7) |
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Summary Advertisement in The Wall Street Journal, dated
May 23, 2006 |
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99.(a)(8) |
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Form of Acceptance, Authority and Election |
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99.(a)(9) |
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Press release announcing the posting of the Offer Document,
dated May 23, 2006 |
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99.(c)(1) |
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Opinion of Morgan Stanley & Co. Limited to the board of
directors of Cambridge Antibody Technology Group plc, dated
May 14, 2006 |
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99.(d)(1)* |
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Irrevocable Undertaking between John Christopher Aston and
AstraZeneca UK Limited, dated May 14, 2006 |
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99.(d)(2)* |
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Irrevocable Undertaking between John Robert Brown and
AstraZeneca UK Limited, dated May 14, 2006 |
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99.(d)(3)* |
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Irrevocable Undertaking between Peter Alan Chambré and
AstraZeneca UK Limited, dated May 14, 2006 |
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99.(d)(4)* |
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Irrevocable Undertaking between Christopher Marshall and
AstraZeneca UK Limited, dated May 14, 2006 |
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99.(d)(5)* |
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Irrevocable Undertaking between Diane Mary Mellet and
AstraZeneca UK Limited, dated May 14, 2006 |
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99.(d)(6)* |
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Irrevocable Undertaking between Paul Nicholson and AstraZeneca
UK Limited, dated May 14, 2006 |
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99.(d)(7)* |
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Irrevocable Undertaking between Peter Ringrose and AstraZeneca
UK Limited, dated May 14, 2006 |
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99.(d)(8)* |
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Irrevocable Undertaking between Ake Stavling and AstraZeneca UK
Limited, dated May 14, 2006 |
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99.(d)(9)* |
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Irrevocable Undertaking between John Stocker and AstraZeneca UK
Limited, dated May 14, 2006 |
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99.(d)(10)^ |
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Collaboration and Licence Agreement, dated November 21,
2004, between Cambridge Antibody Technology Group plc and
AstraZeneca UK Limited |
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99.(d)(11)* |
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Break Fee Agreement, dated May 14, 2006, between Cambridge
Antibody Technology Group plc and AstraZeneca UK Limited |
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99.(d)(12)* |
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Cooperation Agreement, dated May 14, 2006, between
Cambridge Antibody Technology Group plc and AstraZeneca UK
Limited |
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99.(d)(13)* |
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Exclusivity Agreement, dated May 14, 2006, between
Cambridge Antibody Technology Group plc and AstraZeneca UK
Limited |
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99.(d)(14)+ |
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Subscription Agreement, dated November 21, 2004, between
Cambridge Antibody Technology Group plc and AstraZeneca UK
Limited |
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99.(f)(1) |
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Description of appraisal rights arising under The Takeover
Directive (Interim Implementation) Regulations 2006 |
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| + |
Incorporated by reference to the Schedule 13D filed by
AstraZeneca PLC dated December 27, 2004. |
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| ^ |
Incorporated by reference from Exhibit 4.2 to the Annual
Report on
Form 20-F filed by
Cambridge Antibody Technology Group plc on
December 16, 2004. |
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| * |
Incorporated by reference to Amendment No. 1 to the
Schedule 13D filed by AstraZeneca PLC dated May 15,
2006. |