SEC No-Action Letter: AstraZeneca PLC

Securities Exchange Act of 1934
Rule 14d-4(d)
Rule 14d-10(a)(2)
Rule 14d-11
Rule 14d-11(c) and (e)
Rule 14e-1(c)
Rule 14e-5
No Action, Interpretive and/or Exemptive Letter:
AstraZeneca PLC
Response of the Office of Mergers and Acquisitions Division of Corporation Finance May 23, 2006 Thomas B. Shropshire, Jr., Esq. Linklaters One Silk Street London EC2Y 8HQ England Re: Offer by AstraZeneca PLC for all Ordinary Shares, including Ordinary Shares represented by ADSs, of Cambridge Antibody Technology Group plc Incoming Letter dated May 23, 2006 Division of Corporation Finance File No. 005-79252 Division of Market Regulation File No. TP 06-69 Dear Mr. Shropshire:
We are responding to your letter dated May 23, 2006 to Mauri L. Osheroff, Brian V. Breheny and Mara L. Ransom in the Division of Corporation Finance and James Brigagliano in the Division of Market Regulation. A copy of your correspondence is attached. By doing this, we avoid having to recite or summarize the facts set forth in your letter. Each defined term in this letter has the same meaning as in your May 23, 2006 correspondence, unless otherwise indicated. Based on the representations in your May 23, 2006 letter but without necessarily concurring in your analysis, the United States Securities and Exchange Commission (Commission) hereby grants exemptions from:

• Rule 14d-10(a)(2) under the Securities Exchange Act of 1934 (Exchange Act). The
  exemption from Rule 14d-10(a)(2) is granted to permit AstraZeneca to offer Loan Notes to non-U.S. persons as an alternative to the cash consideration.

Thomas B. Shropshire, Jr., Esq.
May 23, 2006

• Rule 14d-11 under the Exchange Act. The exemption from Rule 14d-11 is granted to
  permit AstraZeneca to keep the Subsequent Offering Period open for a period of up to three months from the date the Offer is declared unconditional in all respects, in accordance with U.K. law and practice as described in your incoming letter.
• Rules 14d-11(c) and (e) under the Exchange Act. The exemption from Rule 14d-11(c)
  is granted to permit AstraZeneca to begin the Subsequent Offering Period while payment for securities tendered during the Initial Offer Period is being made, in accordance with U.K. law and practice. The exemption from Rule 14d-11(e) is to permit AstraZeneca to accept and begin payment for securities tendered during the Subsequent Offering Period in accordance with U.K. law and practice. Based on the representations in your May 23, 2006 letter but without necessarily concurring in your analysis, the Commission hereby grants an exemption from Rule 14e-5 under the Exchange Act to permit the Prospective Purchasers to purchase Ordinary Shares outside the Offer, particularly in light of the following facts:
• The Offer is required to be conducted in accordance with the City Code as well as the
  rules and regulations of the UK Listing Authority and the LSE (“Listing Rules”);
• CAT, a public limited company incorporated under the laws of England and Wales, is
  a “foreign private issuer,” as defined in Rule 3b-4(c) under the Exchange Act;
• Any purchases of Ordinary Shares of CAT by the Prospective Purchasers will be
  subject to the City Code; and
• The existence of the Memorandum of Understanding on Exchange of Information
  between the Commission and the United Kingdom Department of Trade and Industry in Matters Relating to Securities and the United States Commodity Futures Trading Commission and the United Kingdom Department of Trade and Industry in Matters Relating to Futures dated September 25, 1991. The Commission grants this exemption from Rule 14e-5 under the Exchange Act to permit the Prospective Purchasers to purchase or arrange to purchase Ordinary Shares otherwise than pursuant to the Offer, subject to the following conditions:

1. No purchases or arrangements to purchase Ordinary Shares, otherwise than pursuant
   to the Offer, shall be made in the United States;
2. The Offer Document shall disclose prominently the possibility of, or the intention to
   make, purchases of Ordinary Shares by the Prospective Purchasers during the Offer;

Thomas B. Shropshire, Jr., Esq.
May 23, 2006
3. The Prospective Purchasers shall disclose in the United States information regarding
purchases of Ordinary Shares to the extent such information is made public in the United Kingdom pursuant to the City Code;
4. The Prospective Purchasers shall comply with any applicable rules under the United
Kingdom law including the City Code and Listing Rules;
5. The Prospective Purchasers shall provide to the Division of Market Regulation
(“Division”), upon request, a daily time-sequenced schedule of all purchases of Ordinary Shares made by any of them during the Offer, on a transaction-by￾transaction basis, including:
a. size, broker (if any), time of execution, and price of purchase; and b. if not executed on the LSE, the exchange, quotation system, or other facility through which the purchase occurred;
6. Upon the request of the Division, the Prospective Purchasers shall transmit the
information as specified in paragraphs 5.a. and 5.b. above to the Division at its offices in Washington, D.C. within 30 days of its request;
7. The Prospective Purchasers shall retain all documents and other information required
to be maintained pursuant to this exemption for a period of not less than two years from the date of the termination of the Offer;
8. Representatives of the Prospective Purchasers shall be made available (in person at
the offices of the Division in Washington, D.C. or by telephone) to respond to inquiries of the Division relating to their records; and
9. Except as otherwise exempted herein, the Prospective Purchasers shall comply with
Rule 14e-5.
Based on the representations in your letter dated May 23, 2006, but without necessarily concurring in your analysis, the staff of the Division of Corporation Finance will not recommend enforcement action to the Commission pursuant to the following regulatory provisions if the Offers are conducted as described in your letter:

• Rule 14e-1(c) under the Exchange Act. The no-action position taken under Rule 14e￾1(c) is to allow AstraZeneca to pay for or return tendered ordinary shares or ADSs
  according to U.K. law and practice, which, in the case of payment, may take up to 14 calendar days after the expiration of the Offer.
• Rule 14d-4(d) under the Exchange Act. The no-action position taken under Rule 14d￾4(d) is to allow AstraZeneca to terminate the Initial Offer Period and thereby end
  withdrawal rights before the scheduled expiration of a voluntary extension of the

Thomas B. Shropshire, Jr., Esq.
May 23, 2006
Initial Offer Period, so long as at the time withdrawal rights terminate (i) the Initial Offer Period has been open for at least 20 U.S. business days; and (ii) all Offer conditions have been satisfied or waived, as described in your incoming letter and in accordance with the Commission’s interpretive guidelines set forth in Section II.B of Release No. 33-7759 (January 24, 2000). The foregoing exemptions and no-action positions are based solely on the representations and the facts in your letter dated May 23, 2006, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change. We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. The participants in the transaction must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Market Regulation express no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction. For the Commission, By the Division of Corporation Finance, Pursuant to delegated authority,

Mauri L. Osheroff
Associate Director, Regulatory Policy
Division of Corporation Finance
For the Commission,
By the Division of Market Regulation
Pursuant to delegated authority,
James A. Brigagliano
Acting Associate Director
Division of Market Regulation
Attachments