AstraZeneca PLC ("AstraZeneca") notes the announcement made by Pfizer Inc. ("Pfizer") dated 19 May 2014 seeking to clarify certain matters set out in its announcement on 18 May 2014 which set out its final proposal to AstraZeneca (the "Final Proposal Announcement"). Following some questions from shareholders, AstraZeneca wishes to make clear the following points:
- Despite AstraZeneca indicating the price and other bases on which it would have been prepared to recommend an offer by Pfizer, Pfizer at its sole election and without prior discussion with AstraZeneca, has in its Final Proposal Announcement stated:
- That its proposal is final;
- That it will not make a hostile offer; and
- That it will only announce a firm offer with the recommendation of the AstraZeneca Board.
- In the context of such decisions made by Pfizer, under Takeover Panel rules:
In the period up to 5.00 p.m. on 26 May 2014 (1) (the "PUSU Deadline")
Pfizer:- Must either announce a recommended firm offer or make a statement that it does not intend to make an offer for AstraZeneca.
- Is not permitted (absent the announcement of a higher competing offer by a third party) to announce, even with the consent or recommendation of the Board of AstraZeneca, a firm offer for AstraZeneca unless such offer is on terms no higher than set out in Pfizer's Final Proposal Announcement representing an indicative value of £55.00 per share.
- Cannot announce a firm offer without the clear recommendation of the AstraZeneca Board regarding the price and other terms of the offer.
- Cannot, even with the consent or recommendation of the Board of AstraZeneca, commit to an increase in price (or suggest that it may do so publicly or privately), even if such increase would take effect after the expiry of the PUSU Deadline.
- Pfizer will not be able to announce an offer for AstraZeneca or take other steps referred to in Rule 2.8 of the Takeover Code with respect to an offer for AstraZeneca, for a period of 6 months, other than in the circumstances set out in Note 2 of that rule.
- Accordingly, the only proposal before the Board of AstraZeneca is that set out in the Final Proposal Announcement. There is no possibility of any proposal at a price higher than set out in Pfizer's Final Proposal Announcement representing an indicative value of £55.00 per share being made prior to the PUSU Deadline, even with the consent or recommendation of the Board of AstraZeneca, absent the announcement of a higher competing offer by a third party.
- As set out in AstraZeneca's announcement dated 19 May 2014, the Board of AstraZeneca, after engaging with Pfizer and careful deliberation, clearly rejected Pfizer's final proposal.
Leif Johansson, Chairman of AstraZeneca said: "We have decided that it is necessary to issue a statement to make absolutely clear that Pfizer's final proposal, which the Board rejected, is not capable under the Takeover Panel rules of being increased or even suggested at being increased, privately or publicly, with or without the Board's approval or recommendation (2). This restriction that prevents further negotiation on value is a consequence of Pfizer's actions. The Board has made clear in its statement of 19 May 2014 that it is not in the interests of AstraZeneca shareholders to recommend an offer unless the value of the company and its protected delivery to shareholders is properly represented by the amount and terms of the offer."
This statement is being made by AstraZeneca without prior agreement or approval of Pfizer. There can be no certainty that an offer will be made. Shareholders are strongly advised to take no action.
1. Or such later date as the Panel may agree at AstraZeneca's request.
2. In the period prior to the expiry of the PUSU deadline, absent a higher competing offer by a third party and absent the limited circumstances outlined in Pfizer’s Final Proposal Announcement.
About AstraZeneca
AstraZeneca is a global, innovation-driven biopharmaceutical business that focuses on the discovery, development and commercialisation of prescription medicines, primarily for the treatment of cardiovascular, metabolic, respiratory, inflammation, autoimmune, oncology, infection and neuroscience diseases. AstraZeneca operates in over 100 countries and its innovative medicines are used by millions of patients worldwide.