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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
TO
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Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the
Securities Exchange Act of 1934
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MEDIMMUNE,
INC.
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(Name
of Subject Company)
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ASTRAZENECA
BIOPHARMACEUTICALS INC.
ASTRAZENECA
PLC
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(Names
of Filing Persons – Offeror)
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Common
Stock, Par Value $0.01 Per Share
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(Title
of Class of Securities)
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584699102
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(Cusip
Number of Class of Securities)
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Graeme
Musker
AstraZeneca
PLC
15
Stanhope Gate
London,
England, W1K 1LN
Telephone:
+44 20 7304 5000
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
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Copies
to:
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Paul
R. Kingsley
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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| x |
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
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| Check the appropriate boxes below to designate any transactions to which the statement relates: | |
| x | third-party tender offer subject to Rule 14d-1. |
| o | issuer tender offer subject to Rule 13e-4. |
| o | going-private transaction subject to Rule 13e-3. |
| o | |
| Check the following box if the filing is a final amendment reporting the results of the tender offer. o | |
[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]
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23rd
April
2007
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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
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·
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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
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·
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Natural
fit
between CAT and MedImmune
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Complementary
with existing AstraZeneca therapeutic area strengths in Oncology,
Infection and Respiratory &
Inflammation
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Provides
entry
into vaccines; through proprietary live attenuated vaccines
capability
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Brings
significant regulatory experience in making Biologics License
Applications
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Enhanced
biologics capability positions AstraZeneca as a more compelling licensing
partner, improving AstraZeneca’s externalisation
position
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Manufacturing
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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
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Pipeline
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·
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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
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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
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Diversifies
and expands R&D capability to deliver a greater flow of new biologic
products
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Financial
benefits
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·
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Synergies
from
the acquisition of MedImmune and from related AstraZeneca activities
are
expected to be towards $500m per annum by
2009
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·
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The
acquisition is expected to be cash earnings enhancing in
2009
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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
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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
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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
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People
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Strong
desire
to retain employees and maintain culture, with emphasis on retaining
key
talent and critical skills
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One-time
retention grant for employees
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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
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·
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David
M. Mott
will take a leadership role within
AstraZeneca
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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:
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AstraZeneca
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Media
Enquiries:
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Steve
Brown /
Edel McCaffrey (London)
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(020)
7304
5033/5034
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Staffan
Ternby
(Sweden)
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(8)
553
26107
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Emily
Denney
(Wilmington)
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(302)
885
3451
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Analyst/Investor
Enquiries:
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Jonathan
Hunt
/ Mina Blair / Karl Hård (London)
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(020)
7304
5087/5084/5322
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Staffan
Ternby
(Sweden)
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(8)
553
26107
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Ed
Seage /
Jorgen Winroth (US)
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(302)
886
4065/(212) 579 0506
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Merrill
Lynch (Financial Adviser to AstraZeneca)
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+44
(0) 20
7628 1000
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Richard
Girling
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Deutsche
Bank (Joint Corporate Broker to AstraZeneca)
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+44
(0) 20
7545 8000
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Charlie
Foreman
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Goldman
Sachs (Joint Corporate Broker to AstraZeneca)
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+44
(0) 20
7774 1000
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Phil
Raper
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MedImmune
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Media
Enquiries:
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Lori
Weiman
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240-372-4829
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Jamie
Lacey
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301-398-4035
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Analyst/Investor
Enquiries:
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Pete
Vozzo
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301-398-4358
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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
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UK
freephone
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0800
559
3272
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US
freephone
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+1
886
239 0753
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Sweden
freephone
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0200
887 737
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International
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+44
(0)207 138 0815
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Journalists
are invited to listen only on
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+44
(0)207 138 0810
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A
replay facility will be available from 15.30 BST on 23rd April 2007
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UK
freephone
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0800
559
3271
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US
freephone
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+1
866
239 0765
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Sweden
freephone
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0200
887 740
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International
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+44
(0)207 806 1970
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Replay
passcode
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1880494#
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Not
for
release, publication or distribution, in whole or in part, in, into or from
Australia, Canada or Japan
AstraZeneca acquisition of MedImmune and 1Q results Analyst call |
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