MedImmune, Inc. Announces Convertibility of 1.375% Convertible Senior Notes Due 2011 and 1.625% Convertible Senior Notes Due 201
2007年5月3日 - 5:31AM
PRニュース・ワイアー (英語)
GAITHERSBURG, Md., May 2 /PRNewswire-FirstCall/ -- MedImmune, Inc.
(NASDAQ:MEDI) today announced that, in connection with the
previously disclosed pending acquisition of MedImmune by
AstraZeneca PLC pursuant to a "first-step" cash tender offer by an
indirect wholly owned subsidiary of AstraZeneca PLC for all
outstanding MedImmune shares at $58.00 per share followed by a
"second-step" cash merger at the same per share price, MedImmune is
delivering a notice to holders of its 1.375% Convertible Senior
Notes Due 2011 and 1.625% Convertible Senior Notes Due 2013,
pursuant to the indentures under which the notes were issued (the
"Indentures"), of the anticipated Fundamental Change and Make-Whole
Fundamental Change (in each case, as defined in the Indentures)
that will occur upon the consummation of the "second-step" merger.
The anticipated effective date of the merger is June 16, 2007. As
more fully described in the notice to noteholders, in accordance
with Section 10.01(A)(iv), 10.01(C) and 10.14(D) of the Indentures,
notes may be converted at any time during the period beginning on
Wednesday, May 2, 2007, and ending on, and including, the later of
(i) the date that is 30 Business Days (as defined in the
Indentures) after the actual effective date of the merger, which
MedImmune will announce no later than the third Business Day after
the effective date of the merger and (ii) the "Fundamental Change
Repurchase Date," which MedImmune will announce within 20 Business
Days after the consummation of the merger (the "Make-Whole
Conversion Period"). The conversion rate in effect as of May 2,
2007 is 29.9679 shares of MedImmune common stock per $1,000
principal amount of notes. If the merger were to occur on June 16,
2007, then the conversion rate applicable to notes surrendered
during the Make-Whole Conversion Period would be, with respect to
the 2011 notes, 30.9514 shares of MedImmune common stock per $1,000
principal amount of notes and, with respect to the 2013 notes,
31.4754 shares of MedImmune common stock per $1,000 principal
amount of notes. If the effective date of the merger were to occur
after June 16, 2007, then the conversion rate applicable to notes
surrendered during the Make-Whole Conversion Period would decrease
by approximately 0.000188 shares per day, with respect to the 2011
notes, and 0.000052 shares per day, with respect to the 2013 notes,
after June 16, 2007 and on or before July 15, 2007. Holders of
notes that are converted during the Make-Whole Conversion Period,
however, will be entitled to the increase in conversion rate only
if the merger is actually consummated. Therefore, if a holder
converts notes on or after May 2, 2007, but the merger is not
consummated, then the holder will not be entitled to the increased
conversion rate. Because the merger is subject to certain
conditions, including the successful completion of the "first-step"
tender offer that is itself conditioned on the occurrence of
various events, MedImmune cannot be sure when, or if, the merger
will occur. Holders of notes should read carefully the notice they
will be receiving regarding the convertibility of the notes in
connection with the anticipated Fundamental Change and Make-Whole
Fundamental Change, as it contains important information as to the
procedures and timing for the conversion of the notes. Additional
Information This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of MedImmune. MedImmune
stockholders are urged to read the relevant tender offer documents
when they become available because they will contain important
information that stockholders should consider before making any
decision regarding tendering their shares. At the time the offer is
commenced, AstraZeneca will file tender offer materials with the
U.S. Securities and Exchange Commission, and MedImmune will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the offer. The tender offer materials (including an
Offer to Purchase, a related Letter of Transmittal and certain
other offer documents) and the Solicitation/Recommendation
Statement will contain important information, which should be read
carefully before any decision is made with respect to the tender
offer. Investors and security holders may obtain a free copy of
these statements (when available) and other documents filed by
AstraZeneca or MedImmune with the SEC at the website maintained by
the SEC at http://www.sec.gov/. The Offer to Purchase and related
materials may be obtained for free by directing such requests to
AstraZeneca (Investor Relations) at +44 (0) 207 304 5000. The
Solicitation/Recommendation Statement and such other documents may
be obtained by directing such requests to MedImmune at 301 398
4358. In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, AstraZeneca and MedImmune
file annual, quarterly and special reports, proxy statement and
other information with the U.S. Securities and Exchange Commission.
These documents are available to the public from commercial
document-retrieval services and at the website maintained by the
U.S. Securities and Exchange Commission at http://www.sec.gov/.
Forward-Looking Statements This press release includes
forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, that are subject to
risks, uncertainties and other factors, including the risks to both
companies that the acquisition of MedImmune will not be consummated
as the transaction is subject to certain closing conditions. In
addition, if and when the transaction is consummated, there will be
risk and uncertainties related to AstraZeneca's ability to
successfully integrate the products and employees of AstraZeneca
and MedImmune. These risks, uncertainties and other factors, and
the general risks associated with the respective businesses of
AstraZeneca and MedImmune as described in the reports and other
documents filed by each of them with the SEC, could cause actual
results to differ materially from those referred to in the
forward-looking statements. The reader is cautioned not to rely on
these forward-looking statements. All forward-looking statements
are based on information currently available to AstraZeneca and
MedImmune, and neither AstraZeneca nor MedImmune assumes any
obligation to update any such forward-looking statements included
in this press release. DATASOURCE: MedImmune, Inc. CONTACT:
Investors, Peter Vozzo, +1-301-398-4358, or Media, Jamie Lacey,
+1-301-398-4035, both of MedImmune, Inc. Web site:
http://www.medimmune.com/
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