June 20, 2006
Via U.S. Mail
Graeme Musker
AstraZeneca PLC
15 Stanhope Gate
London W1K 1LN
RE: Cambridge Antibody Technology Group plc
Amendment No. 6 to Schedule 13E-3 and Schedule TO-T filed
June
15, 2006
by AstraZeneca PLC and AstraZeneca UK Limited
File No. 005-46037
Dear Mr. Musker:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule 13E-3/Schedule TO-T
Recommended Cash Offer
1. We note your response to prior comment 4, however, we continue
to
believe that the requested changes are necessary. We understand,
as
you have indicated, that "the Offer Document has been prepared as
a
single document for use around the world, with a particular
emphasis
on UK style and format," however Item 1014(a) of Regulation M-A
talks
specifically in terms of stating whether the going private
transaction is fair or unfair to the unaffiliated stockholders.
We
reiterate our request that you revise the offering materials to
consistently articulate the fairness determination of both
AstraZeneca and CAT in these terms.
2. We note your response to prior comment 6 and your indication
that
"it is established practice for the target`s financial advisor to
stipulate that it has taken into account the commercial
assessments
of the target`s directors in providing advise to such directors,"
however, it is not clear to us what is meant by "commercial
assessments." For example, are you referring to internal
projections
and assumptions? Please advise.
Special Factors, page 30
3. See prior comment 10. Please revise your offering materials to
indicate, as you have in your response, that the committee was not
formed to consider the fairness of the Offer and that "certain
matters" refers to "administrative matters related to the
execution
of the Offer."
4. We note your response to prior comment 17 and, in particular,
your
indication that "`going concern value` was implicitly considered
by
AstraZeneca" and that the existing disclosures "indicate clearly
that
there is value being ascribed above the net book value and
liquidation value of the assets." Because your discussion does
not
specifically address going concern value in the context of one of
the
factors that was considered by the Board in arriving at its
substantive fairness determination, we request that you revise
your
disclosure to specifically state how this factor was considered.
Please also revise your discussion to state why you believed it
was
not necessary to obtain a fairness opinion from Goldman Sachs
International, as you have indicated in your response.
5. See prior comment 18. We note your response and your reference
to
prior comment 4, however, we reiterate the prior comment as it
relates to our request that CAT state that the Offer is
substantively
and procedurally fair to the unaffiliated shareholders (emphasis
added).
6. See prior comment 19. Please revise your disclosure to
elaborate
upon how the fact that Morgan Stanley will receive two payments
impacted the determination of the fairness of the transaction. We
note your indication that the CAT Board did not believe that "the
payments to Morgan Stanley had a material impact on the CAT
Board`s
determination of fairness of the Offer." Please revise your
discussion to state this, otherwise it is not clear what is meant
when you state that CAT "took note of the fact that Morgan Stanley
will receive two payments..."
7. See prior comment 21. Consistent with our request in comment 4
above, please elaborate upon your discussion to explicitly discuss
the fact that going concern value was considered by the CAT Board
and
how it assisted the CAT Board in arriving at the fairness
determination.
8. We note your response to prior comment 23. Please revise your
disclosure to state, as you do in your response, why neither net
book
value nor liquidation value was considered.
9. We note your response to prior comment 27, however, we
reiterate
our request that you summarize all non-public information used by
Morgan Stanley in formulating its fairness opinion. Also, in an
appropriate place in this disclosure, please indicate whether the
board reviewed, for accuracy and completeness, this financial
information and whether the board found Morgan Stanley`s reliance
upon those materials to be reasonable. We note your indication
that
the certain financial statements and financial projections
furnished
by CAT were not materially related to the transaction and were not
material to Morgan Stanley`s formulation of its fairness opinion,
however, without a very detailed explanation for the staff to
consider elaborating upon why you believe that such information is
immaterial, we believe that such information should be included in
the offering materials.
10. We note your response to prior comment 28. Please revise
your
disclosure to state, as you do in your response, why the non-
executive directors of CAT did not retain any separate
unaffiliated
representative to act solely on behalf of the Public Shareholders.
Part B - Further Terms of the Offer, page 56
11. We note your response to prior comment 30 and your indication
that you expect to utilize a means other than placing an
advertisement in a newspaper of national circulation in the United
States to advise security holders of your intent to reduce the
percentage, however, we do not believe these means to be adequate
in
informing security holders. Please ensure that such notice is
placed
as an advertisement in a newspaper of national circulation in the
United States.
Exhibit 99.(a)(2) - Letter of Transmittal
12. We note your response to prior comment 31 and your indication
that you would "not have any expectation that a fact finder would
use
such language to absolve AstraZeneca from any claim of potential
liability under the Exchange Act..." Please also confirm
supplementally that you will not utilize this language as a
defense
to any such claim.
Closing Comments
As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
Please also advise us as to your intentions with respect to
re-
dissemination of the materials you revise in response to our
comments.
If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264. You may also reach me
by
facsimile at (202) 772-9203.
Sincerely,
Mara L. Ransom
Special Counsel
Office of Mergers and Acquisitions
cc via facsimile at (011 44 20) 7456-2222:
Thomas B. Shropshire, Esq.
Linklaters
AstraZeneca PLC
June 20, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE