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Biotech / Medical : Cambridge Antibody Technology Group
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To: nigel bates who wrote (509)12/1/2004 10:38:01 AM
From: nigel bates  Read Replies (1) of 625
 
...Pursuant to the Subscription Agreement, CAT and AstraZeneca have each given certain representations and warranties to the other on customary terms. AstraZeneca has agreed, except in certain circumstances, not to sell or otherwise dispose of the Subscription Shares for a period of twelve months following the date of the Subscription Agreement and, subject to certain exceptions, not to increase its percentage holding of CAT Shares (when aggregated with any holding of its affiliates) above 19.9 per cent. of CAT's issued ordinary share capital for a period of 36 months ("Restricted Period"). AstraZeneca has further agreed, subject to certain exceptions, during the Restricted Period not to make (or act as a concert party to) an offer to acquire any shares in the capital of CAT under The City Code on Takeovers and Mergers unless such an offer is recommended by a majority of the Board.

CAT has further agreed that, in the event that the CAT Directors withdraw their recommendation to shareholders to vote in favour of the resolution to be proposed at the CAT EGM to disapply pre-emption rights and that resolution is not passed prior to 31 December 2004, CAT will pay to AstraZeneca the sum of £500,000.

As a result of the very close relationship that will result between the parties in connection with the alliance and the access CAT will have to details of AstraZeneca's drug discovery priorities, CAT has agreed that if it is acquired by one of the top 20 pharmaceutical companies by worldwide gross sales AstraZeneca will have the right to withdraw from the alliance and be entitled to progress programmes by itself whilst retaining CAT's economic interest. The Collaboration Agreement contains provisions relating to an orderly winding-down....
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