Cambridge Antibody Technology SC TOT/A Third party tender offer statement (amended)

Cambridge Antibody Technology (CATGY) Inactive SC TO-T/AThird party tender offer statement (amended)

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. 11)

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


Transaction Valuation(1)		Amount of Filing Fee(1)(2)

$427,428,792		$45,735


(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.

(2)	Sent via wire transfer to the SEC on May 23, 2006.


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.


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:


þ	third-party tender offer subject to Rule 14d-1.


o	issuer tender offer subject to Rule 13e-4.


þ	going-private transaction subject to Rule 13e-3.


o	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. 11 further amends the Tender Offer Statement on Schedule TO initially filed with the SEC on May 23, 2006 by AstraZeneca PLC and its wholly-owned subsidiary, AstraZeneca, relating to the Offer. Unless otherwise defined herein, all capitalized terms shall have the meaning given to them in the Offer Document filed as Exhibit 99.(a)(1) hereto.

On July 7, 2006, AstraZeneca commenced compulsory acquisition procedures and mailed compulsory acquisition notices to CAT Shareholders in accordance with the Interim Regulations. In addition, on July 7, 2006, AstraZeneca issued a press release announcing the commencement of compulsory acquisition procedures pursuant to the Interim Regulations. The compulsory acquisition materials sent to CAT Shareholders and the press release have been filed as Exhibits 99.(a)(18), 99.(a)(19) and 99.(a)(20), respectively, hereto and are incorporated herein by this reference.

ITEM 12. EXHIBITS


	99.(a)(1)°			Offer Document dated May 23, 2006, as amended and restated
	99.(a)(2)°			Letter of Transmittal
	99.(a)(3)°			Notice of Guaranteed Delivery
	99.(a)(4)°			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.(a)(5)°			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.(a)(6)°			Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
	99.(a)(7)°			Summary Advertisement inThe Wall Street Journal,dated May 23, 2006
	99.(a)(8)°			Form of Acceptance, Authority and Election
	99.(a)(9)°			Press release announcing the posting of the Offer Document, dated May 23, 2006
	99.(a)(10)°			Announcement pursuant to Rule 8.1 of the U.K. City Code on Takeovers and Mergers, dated May 24, 2006
	99.(a)(11)°			Public announcement by AstraZeneca UK Limited relating to the Offer published inThe Financial Times, dated May 25, 2006
	99.(a)(12)°			Press release announcing fulfillment or waiver of competition conditions, dated June 7, 2006
	99.(a)(13)°			Excerpts from analyst presentation given by AstraZeneca PLC on June 8, 2006
	99.(a)(14)°			Statements relating to Cambridge Antibody Technology Group plc from analyst presentation by AstraZeneca PLC on June, 8, 2006
	99.(a)(15)°			Announcement by AstraZeneca relating to the Offer as it appeared inThe Wall Street Journal, dated June 22, 2006
	99.(a)(16)°			Press release by Cambridge Antibody Technology Group plc announcing the appointment of a new Chief Executive Officer, dated June 22, 2006
	99.(a)(17)°			Press release announcing the close of the initial offer period and the commencement of the subsequent offer period, dated June 30, 2006
	99.(a)(18)			Notice of commencement of compulsory acquisition procedures in accordance with The Takeovers Directive (Interim Implementation) Regulations 2006, dated July 7, 2006
	99.(a)(19)			Form of cover letter from AstraZeneca to accompany the notices commencing the compulsory acquisition procedures under The Takeovers Directive (Interim Implementation) Regulations 2006
	99.(a)(20)			Press release announcing the commencement of compulsory acquisition procedures in accordance with The Takeovers Directive (Interim Implementation) Regulations 2006, dated July 7, 2006
	99.(c)(1)°			Opinion of Morgan Stanley & Co. Limited to the board of directors of Cambridge Antibody Technology Group plc, dated May 14, 2006
	99.(c)(2)°			Summary presentation by Goldman Sachs International, dated April 7, 2006
	99.(c)(3)°			Summary presentation by Goldman Sachs International, dated April 11, 2006
	99.(d)(1)*			Irrevocable Undertaking between John Christopher Aston and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(2)*			Irrevocable Undertaking between John Robert Brown and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(3)*			Irrevocable Undertaking between Peter Alan Chambré and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(4)*			Irrevocable Undertaking between Christopher Marshall and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(5)*			Irrevocable Undertaking between Diane Mary Mellet and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(6)*			Irrevocable Undertaking between Paul Nicholson and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(7)*			Irrevocable Undertaking between Peter Ringrose and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(8)*			Irrevocable Undertaking between Ake Stavling and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(9)*			Irrevocable Undertaking between John Stocker and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(10)^			Collaboration and Licence Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(11)*			Break Fee Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(12)*			Cooperation Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(13)*			Exclusivity Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(14)+			Subscription Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(f)(1)°			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.


^	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.


*	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 16. Exhibits


	99.(a)(1)°			Offer Document dated May 23, 2006, as amended and restated
	99.(a)(2)°			Letter of Transmittal
	99.(a)(3)°			Notice of Guaranteed Delivery
	99.(a)(4)°			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.(a)(5)°			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.(a)(6)°			Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
	99.(a)(7)°			Summary Advertisement inThe Wall Street Journal,dated May 23, 2006
	99.(a)(8)°			Form of Acceptance, Authority and Election
	99.(a)(9)°			Press release announcing the posting of the Offer Document, dated May 23, 2006
	99.(a)(10)°			Announcement pursuant to Rule 8.1 of the U.K. City Code on Takeovers and Mergers, dated May 24, 2006
	99.(a)(11)°			Public announcement by AstraZeneca UK Limited relating to the Offer published inThe Financial Times, dated May 25, 2006
	99.(a)(12)°			Press release announcing fulfillment or waiver of competition conditions, dated June 7, 2006
	99.(a)(13)°			Excerpts from analyst presentation given by AstraZeneca PLC on June 8, 2006
	99.(a)(14)°			Statements relating to Cambridge Antibody Technology Group plc from analyst presentation by AstraZeneca PLC on June, 8, 2006
	99.(a)(15)°			Announcement by AstraZeneca relating to the Offer as it appeared inThe Wall Street Journal, dated June 22, 2006
	99.(a)(16)°			Press release by Cambridge Antibody Technology Group plc announcing the appointment of a new Chief Executive Officer, dated June 22, 2006
	99.(a)(17)°			Press release announcing the close of the initial offer period and the commencement of the subsequent offer period, dated June 30, 2006
	99.(a)(18)			Notice of commencement of compulsory acquisition procedures in accordance with The Takeovers Directive (Interim Implementation) Regulations 2006, dated July 7, 2006
	99.(a)(19)			Form of cover letter from AstraZeneca to accompany the notices commencing the compulsory acquisition procedures under The Takeovers Directive (Interim Implementation) Regulations 2006
	99.(a)(20)			Press release announcing the commencement of compulsory acquisition procedures in accordance with The Takeovers Directive (Interim Implementation) Regulations 2006, dated July 7, 2006
	99.(c)(1)°			Opinion of Morgan Stanley & Co. Limited to the board of directors of Cambridge Antibody Technology Group plc, dated May 14, 2006
	99.(c)(2)°			Summary presentation by Goldman Sachs International, dated April 7, 2006
	99.(c)(3)°			Summary presentation by Goldman Sachs International, dated April 11, 2006
	99.(d)(1)*			Irrevocable Undertaking between John Christopher Aston and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(2)*			Irrevocable Undertaking between John Robert Brown and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(3)*			Irrevocable Undertaking between Peter Alan Chambré and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(4)*			Irrevocable Undertaking between Christopher Marshall and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(5)*			Irrevocable Undertaking between Diane Mary Mellet and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(6)*			Irrevocable Undertaking between Paul Nicholson and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(7)*			Irrevocable Undertaking between Peter Ringrose and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(8)*			Irrevocable Undertaking between Ake Stavling and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(9)*			Irrevocable Undertaking between John Stocker and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(10)^			Collaboration and Licence Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(11)*			Break Fee Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(12)*			Cooperation Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(13)*			Exclusivity Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(14)+			Subscription Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(f)(1)°			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.


^	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.


*	Incorporated by reference to Amendment No. 1 to the Schedule 13D filed by AstraZeneca PLC dated May 15, 2006.

°	Previously filed with the SEC.

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.


	By:	/s/Graeme Musker



	Name: Graeme Musker
	Title: Company Secretary and Solicitor
	Date: July 7, 2006

EXHIBIT INDEX


	99.(a)(1)°			Offer Document dated May 23, 2006, as amended and restated
	99.(a)(2)°			Letter of Transmittal
	99.(a)(3)°			Notice of Guaranteed Delivery
	99.(a)(4)°			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.(a)(5)°			Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.(a)(6)°			Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
	99.(a)(7)°			Summary Advertisement inThe Wall Street Journal,dated May 23, 2006
	99.(a)(8)°			Form of Acceptance, Authority and Election
	99.(a)(9)°			Press release announcing the posting of the Offer Document, dated May 23, 2006
	99.(a)(10)°			Announcement pursuant to Rule 8.1 of the U.K. City Code on Takeovers and Mergers, dated May 24, 2006
	99.(a)(11)°			Public announcement by AstraZeneca UK Limited relating to the Offer published inThe Financial Times, dated May 25, 2006
	99.(a)(12)°			Press release announcing fulfillment or waiver of competition conditions, dated June 7, 2006
	99.(a)(13)°			Excerpts from analyst presentation given by AstraZeneca PLC on June 8, 2006
	99.(a)(14)°			Statements relating to Cambridge Antibody Technology Group plc from analyst presentation by AstraZeneca PLC on June, 8, 2006
	99.(a)(15)°			Announcement by AstraZeneca relating to the Offer as it appeared inThe Wall Street Journal, dated June 22, 2006
	99.(a)(16)°			Press release by Cambridge Antibody Technology Group plc announcing the appointment of a new Chief Executive Officer, dated June 22, 2006
	99.(a)(17)°			Press release announcing the close of the initial offer period and the commencement of the subsequent offer period, dated June 30, 2006
	99.(a)(18)			Notice of commencement of compulsory acquisition procedures in accordance with The Takeovers Directive (Interim Implementation) Regulations 2006, dated July 7, 2006
	99.(a)(19)			Form of cover letter from AstraZeneca to accompany the notices commencing the compulsory acquisition procedures under The Takeovers Directive (Interim Implementation) Regulations 2006
	99.(a)(20)			Press release announcing the commencement of compulsory acquisition procedures in accordance with The Takeovers Directive (Interim Implementation) Regulations 2006, dated July 7, 2006
	99.(c)(1)°			Opinion of Morgan Stanley & Co. Limited to the board of directors of Cambridge Antibody Technology Group plc, dated May 14, 2006
	99.(c)(2)°			Summary presentation by Goldman Sachs International, dated April 7, 2006
	99.(c)(3)°			Summary presentation by Goldman Sachs International, dated April 11, 2006
	99.(d)(1)*			Irrevocable Undertaking between John Christopher Aston and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(2)*			Irrevocable Undertaking between John Robert Brown and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(3)*			Irrevocable Undertaking between Peter Alan Chambré and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(4)*			Irrevocable Undertaking between Christopher Marshall and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(5)*			Irrevocable Undertaking between Diane Mary Mellet and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(6)*			Irrevocable Undertaking between Paul Nicholson and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(7)*			Irrevocable Undertaking between Peter Ringrose and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(8)*			Irrevocable Undertaking between Ake Stavling and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(9)*			Irrevocable Undertaking between John Stocker and AstraZeneca UK Limited, dated May 14, 2006
	99.(d)(10)^			Collaboration and Licence Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(11)*			Break Fee Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(12)*			Cooperation Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(13)*			Exclusivity Agreement, dated May 14, 2006, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(d)(14)+			Subscription Agreement, dated November 21, 2004, between Cambridge Antibody Technology Group plc and AstraZeneca UK Limited
	99.(f)(1)°			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.


^	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.


*	Incorporated by reference to Amendment No. 1 to the Schedule 13D filed by AstraZeneca PLC dated May 15, 2006.

°	Previously filed with the SEC.

Amount Previously Paid:

Filing Party:

Form or Registration No.:

Date Filed: