sctovtza
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
(Amendment
No. 2)
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 dated May 23, 2006. |
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(2) |
Sent via wire transfer to the SEC on May 23, 2006. |
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o |
Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing. |
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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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o |
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
This
Amendment No. 2 further amends the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission on May 23,
2006 by AstraZeneca PLC, a public limited company incorporated under the laws of England and Wales
and its wholly-owned subsidiary, AstraZeneca UK Limited, a limited company
incorporated under the laws of England and Wales (AstraZeneca UK), relating to a tender offer
(the Offer) by AstraZeneca UK to purchase (i) all of the issued and to be issued ordinary shares,
nominal value £0.10 each, and (ii) American Depositary Shares, each representing
on CAT Share and evidenced by American Depositary Receipts, of Cambridge Antibody Technology Group
plc, a public limited company incorporated under the laws of England and Wales.
On
May 25, 2006, AstraZeneca UK issued a public announcement relating to the Offer in The
Financial Times published in the United Kingdom. The public announcement has been filed as Exhibit
99.(a)(11) hereto and is incorporated herein by this 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 |
.(a)(10)° |
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Announcement pursuant to Rule 8.1 of the U.K. City Code on Takeovers and Mergers, dated
May 24, 2006 |
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99 |
.(a)(11) |
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Public announcement by AstraZeneca UK Limited relating to the Offer published in The Financial
Times, dated May 25, 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 |
2
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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. |
° |
Previously filed with the SEC. |
ITEM 13. INFORMATION REQUIRED
BY SCHEDULE 13E-3.
3
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 |
.(a)(10)° |
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Announcement pursuant to Rule 8.1 of the U.K. City Code on Takeovers and Mergers, dated
May 24, 2006 |
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99 |
.(a)(11) |
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Public announcement by AstraZeneca UK Limited relating to the Offer published in The Financial
Times, dated May 25, 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 |
5
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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. |
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° |
Previously filed with the SEC. |
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 25, 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.(a)(10)° |
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Announcement pursuant to Rule 8.1 of the U.K. City Code on Takeovers and Mergers, dated May 24, 2006 |
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99.(a)(11) |
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Public announcement by AstraZeneca UK Limited relating to the Offer published in The Financial
Times, dated May 25, 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. |
|
° |
Previously filed with the SEC. |