Übernahme-/Abfindungsangebot CAT WKN 907617 - 500 Beiträge pro Seite

[DRemedy]

Hallo,

ich bin neu hier und habe meine erste Frage:

Seit 2000 besitze ich Aktien von Cambridge Antibody Systems.

Im Juni dieses Jahres habe ich ein Übernahmeangebot der Astrazeneca UK Ltd. erhalten.

Dieses Angebot habe ich nicht angenommen und auch ansonsten nichts unternommen.

Mein Depot weist nun keine Aktie mehr der CAT auf, sie wird auch nicht mehr gehandelt.

Sind diese Aktien jetzt verfallen? Oder kann ich jetzt noch etwas unternehmen?

Vielen Dank für Eure Hilfe.

Gruß

DRemedy

[noch-n-zocker]

Antwort auf Beitrag Nr.: 23.941.521 von DRemedy am 14.09.06 23:20:19

Läuft doch alles nach Plan, Ende September wirst Du Dein Geld erhalten. Und Du kannst Deinen Enkeln stolz erzählen, wie Opa damals den Zwergenaufstand gemacht hat.



08:02 30Jun2006 REG-AstraZeneca PLC <AZN.L> Offer for Cambridge Antibody<CAT.L>

.
RNS Number:4295F
AstraZeneca PLC
30 June 2006



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE
30 June 2006


Recommended Cash Offer
by AstraZeneca UK Limited
for
Cambridge Antibody Technology Group plc
Initial Offer Period Closed
Subsequent Offer Period Commenced

Summary

- On 22 June 2006, AstraZeneca declared the Offer for CAT wholly
unconditional and extended the Initial Offer Period until 29 June 2006.

- AstraZeneca now announces that it has acquired, or received valid
acceptances of the Offer in respect of, 41,262,279 CAT Shares (including
CAT Shares underlying CAT ADSs) in aggregate, representing approximately
95.95 per cent. of the CAT Shares (including CAT Shares underlying CAT
ADSs) to which the Offer relates.

- Accordingly, AstraZeneca intends to apply for the delisting of CAT Shares
and CAT ADSs and to commence the compulsory acquisition of the remaining
CAT Shares (including CAT Shares underlying CAT ADSs).

- AstraZeneca also announces the commencement of the Subsequent Offer Period,
which is expected to remain open for acceptance until such time as the
compulsory acquisition procedures are completed or until 3.00pm (London
time), 10.00am (New York City time) on 22 September 2006, whichever occurs
earlier.

- Settlement of all acceptances (including in respect of CAT ADSs) received
complete in all respects by 22 June 2006 and not withdrawn before 29 June
2006 will occur by 6 July 2006. Settlement of all acceptances received
complete in all respects after 22 June 2006 will occur within 14 calendar
days of such receipt.

- Holders of CAT Shares who have not already accepted the Offer are urged to
do so as soon as possible by following the procedures set out in the Offer
Document.

Acceptances

As at 3.00pm (London time), 10.00am (New York City time) on 29 June 2006, valid
acceptances of the Offer had been received in respect of 35,562,279 CAT Shares
(including CAT Shares represented by 2,085,549 CAT ADSs), representing
approximately 82.70 per cent. of the CAT Shares to which the Offer relates.
None of these acceptances were received from persons acting in concert with
AstraZeneca. Of these valid acceptances, valid elections for the Loan Note
Alternative had been received in respect of a total of 512,743 CAT Shares.
Including the 5,700,000 CAT Shares acquired by AstraZeneca since 23 May 2006,
AstraZeneca has acquired, or received valid acceptances of the Offer in respect
of, 41,262,279 CAT Shares (including CAT Shares represented by 2,085,549 CAT
ADSs) in aggregate, representing approximately 95.95 per cent. of the CAT Shares
to which the Offer relates.

For the purposes of this announcement, the number of CAT Shares (including those
represented by CAT ADRs) to which the Offer relates is 43,002,698, being the
53,220,681 shares in issue as of the date of this announcement less the
10,217,983 shares held by AstraZeneca prior to the commencement of the Offer
Period.

Including the 10,217,983 CAT Shares held by AstraZeneca prior to the
commencement of the Offer Period, AstraZeneca has acquired, or received valid
acceptances of the Offer in respect of, 51,480,262 CAT Shares (including CAT
Shares represented by 2,085,549 CAT ADSs) in aggregate, representing 96.73 per
cent. of the existing issued share capital of CAT.

In addition to CAT ADSs tendered prior to 3.00pm (London time), 10.00am (New
York City time), on 29 June 2006, 30,814 ADSs are subject to notice of
guaranteed delivery period.

The Offer was declared unconditional in all respects on 22 June 2006.
AstraZeneca announces that the Initial Offer Period, which was extended until 29
June, is now closed for acceptance and the withdrawal rights of persons that
have tendered their securities will be terminated.

Prior to the announcement of the Offer, AstraZeneca had received irrevocable
undertakings to accept the Offer in respect of 190,569 CAT Shares in aggregate,
representing approximately 0.36 per cent. of the existing issued share capital
of CAT. Valid acceptances have been received in respect of all of these CAT
Shares and such acceptances are included in the total referred to above.

As at the date of this announcement, affiliates of Goldman Sachs International
and Deutsche Bank (who are acting in concert (within the meaning of the City
Code) with AstraZeneca) held 78,084 CAT Shares in aggregate, representing 0.15
per cent. of the existing issued share capital of CAT.

Commencement of Subsequent Offer Period and Settlement

AstraZeneca also announces the commencement of the Subsequent Offer Period,
which is expected to remain open for acceptance until such time as the
compulsory acquisition procedures referred to in part II of the Offer Document
are completed or until 3.00pm (London time), 10.00am (New York City time) on 22
September 2006, whichever occurs earlier. If CAT Securities are tendered into
the Offer during the Subsequent Offer Period, such holders will not have the
ability to withdraw their tender of such securities, subject to certain
conditions set out in the Offer Document. If the CAT Securities are acquired
pursuant to compulsory acquisition procedures described below, no withdrawal
rights will exist in respect of the securities so acquired.

To the extent they have not already done so, holders of CAT Shares and CAT ADSs
who hold such securities in certificated form who have not yet accepted the
Offer but wish to do so should complete and return their Form of Acceptance and
Letter of Transmittal as soon as possible in accordance with the instructions
set out in the Offer Document and in the Form of Acceptance and Letter of
Transmittal. The CAT Shareholders and ADS holders who hold their CAT Shares in
uncertificated or book-entry form and who have not yet accepted the Offer but
wish to do so are reminded to take the necessary steps through CREST or their
respective Agent Institution (as applicable) as soon as possible.

Settlement of the consideration to accepting CAT Shareholders and accepting
holders of CAT ADSs (including holders of CAT ADSs that deliver a Notice of
Guaranteed Delivery in a timely manner) or their designated agents will be
effected as set out below:

(a) in the case of acceptances received complete in all respects by 22 June
2006 and not withdrawn before today, within 14 calendar days of such
date; or

(b) in the case of acceptances received complete in all respects after 22 June
2006 but while the Offer remains open for acceptance, within 14 calendar
days of such receipt.

De-listing and Compulsory Acquisition

As AstraZeneca has attained the required 75 per cent. of the voting rights
attaching to CAT Shares, AstraZeneca is taking steps to procure the application
by CAT for the cancellation of the listing of CAT Shares from the Official List
and the cancellation of trading in CAT Shares on the London Stock Exchange's
market for listed securities. It is anticipated that cancellation of listing and
trading will take effect no earlier than 28 July 2006. AstraZeneca also intends
to procure that CAT apply for de-listing of the CAT ADSs from NASDAQ. Such
de-listings would significantly reduce the liquidity and marketability of any
CAT Shares or CAT ADSs that are not acquired by AstraZeneca. AstraZeneca will
also request that CAT terminate the existing deposit agreement through which the
ADS programme is operated. In addition, if the number of holders of CAT
Securities in the United States falls below 300 (calculated in accordance with
Rule 12g3-2(a) under the Exchange Act), AstraZeneca intends to procure that CAT
file a Form 15 with the SEC to request that its registration under the Exchange
Act be terminated or suspended. It is also anticipated that, after such
cancellations, CAT will be re-registered as a private company under the relevant
provisions of the Companies Act.

Given that AstraZeneca has received acceptances under the Offer in respect of,
or otherwise acquired, more than 90 per cent. of CAT Shares to which the Offer
relates, AstraZeneca intends to exercise its rights pursuant to the provisions
of Schedule 2 of the Interim Regulations to acquire compulsorily, on the same
terms as the Offer, the remaining CAT Shares (including shares underlying CAT
ADSs) in respect of which the Offer has not been accepted.

Defined terms used in this announcement have the same meanings as in the Offer
Document dated 23 May 2006.

Enquiries:

AstraZeneca

Media Enquiries:

Steve Brown (London) [phone]
Edel McCaffrey (London) [phone]
Staffan Ternby (Sweden) [phone]

Analyst/Investor Enquiries:
Jonathan Hunt (London) [phone]
Mina Blair (London) [phone]
Ed Seage (US) [phone]
Jorgen Winroth (US) [phone]

Goldman Sachs International [phone]
Guy Slimmon
Mark Sorrell


This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Offer or otherwise. This
announcement also does not constitute a Solicitation / Recommendation Statement
under the rules and regulations of the US Securities and Exchange Commission
(the "SEC"). The Offer is being made solely by means of the Offer Document and
the Form of Acceptance accompanying the Offer Document, which contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. In the United States, AstraZeneca has filed a Tender Offer Statement
containing the Offer Document and other related documentation with the SEC on
Schedule TO and CAT has filed a Solicitation/Recommendation Statement with the
SEC on Schedule 14D-9. Free copies of the Schedule TO, the Schedule 14D-9 and
the other related documents filed by AstraZeneca or CAT in connection with this
Offer are available on the SEC's website at http://www.sec.gov. The Offer
Document and Acceptance Forms accompanying the Offer Document have been made
available to all CAT Shareholders at no charge to them. CAT Shareholders are
advised to read the Offer Document and the accompanying Acceptance Forms as they
contain important information. CAT Shareholders in the United States are also
advised to read the Tender Offer Statement and the Solicitation/Recommendation
Statement as they contain important information.

Goldman Sachs International, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for AstraZeneca and no one else in
connection with the Offer and will not be responsible to anyone other than
AstraZeneca for providing the protections afforded to clients of Goldman Sachs
International or for providing advice in relation to the Offer or any other
matters referred to in this announcement.

The availability of the Offer to CAT Shareholders who are not resident in and
citizens of the United Kingdom or the United States may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders are contained in the Offer Document.

The Loan Notes which will be issued pursuant to the Loan Note Alternative have
not been, and will not be, listed on any stock exchange and have not been, and
will not be, registered under the Securities Act or under any relevant laws of
any state or other jurisdiction of the United States, nor have clearances been,
nor will they be, obtained from the securities commission or similar authority
of any province or territory of Canada and no prospectus has been, or will be,
filed, or registration made, under any securities law of any province or
territory of Canada, nor has a prospectus in relation to the Loan Notes been,
nor will one be, lodged with, or registered by, the Australian Securities and
Investments Commission, nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be offered in compliance with applicable
securities laws of Japan. Accordingly, unless an exemption under relevant
securities laws is available, the Loan Notes may not be offered, sold, re-sold
or delivered, directly or indirectly, in, into or from the United States or any
other Loan Note Restricted Jurisdiction in which an offer of Loan Notes would
constitute a violation of relevant laws or require registration of the Loan
Notes, or to or for the account or benefit of any US person or resident of any
other Loan Note Restricted Jurisdiction.

Unless otherwise determined by AstraZeneca and permitted by applicable law and
regulation, subject to certain exemptions, the Offer will not be capable of
acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this
announcement must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction and persons
receiving this announcement (including custodians, nominees and trustees) should
observe these restrictions and must not mail or otherwise distribute this
announcement in, into or from any such jurisdictions.
--------------------------


This information is provided by RNS
The company news service from the London Stock Exchange
END

OUPSEUEFUSMSEDMFriday, 30 June 2006 08:02:26RNS [nRNSd4295F] {C}ENDS


17:06 30Jun2006 REG-Cambridge Antibody <CAT.L> Delisting

.
RNS Number:5011F
Cambridge Antibody Tech Group PLC
30 June 2006

30 June 2006

Cambridge Antibody Technology Group plc ("CAT")

Delisting

AstraZeneca UK Limited announced on 22 June 2006, that its recommended offer for
CAT had been declared unconditional in all respects.



Application has been made by CAT to the UKLA for the cancellation of CAT's
listing on the Official List of the UKLA and to the London Stock Exchange for
the cancellation of the admission to trading of CAT shares on the London Stock
Exchange's market for listed securities. It is anticipated that cancellation of
listing and admission to trading will take effect from 28 July 2006, being 20
business days following the date of this announcement.




This information is provided by RNS
The company news service from the London Stock Exchange
END

MSCWUUCUQUPQGQUFriday, 30 June 2006 17:06:32RNS [nRNSd5011F] {C}ENDS


08:03 15May2006 REG-AstraZeneca PLC <AZN.L> Offer for Cambridge Antibody - Part 2<CAT.L>

.

RNS Number:9470C
AstraZeneca PLC
Part 2 : For preceding part double-click [nRNSO9470C]



CAT Share Schemes

The Offer will extend to any CAT Shares unconditionally allotted or issued
pursuant to the CAT Share Schemes while the Offer remains open for acceptance
(or such earlier date as AstraZeneca may, subject to the rules of the Code,
decide). Appropriate proposals will be made to participants in CAT Share
Schemes in due course.

Financing

AstraZeneca will fund the Offer entirely out of current cash balances. Goldman
Sachs International, financial adviser to AstraZeneca, is satisfied that
sufficient resources are available to satisfy in full the cash consideration
payable to CAT Shareholders under the terms of the Offer.

Exclusivity and co-operation

CAT has entered into an exclusivity agreement in customary terms with
AstraZeneca for the duration of the Offer. In addition, the parties have entered
into a co-operation agreement in connection with the implementation of the
Offer.

Break fees

CAT has agreed to pay a sum to AstraZeneca of £5,000,000 if either (i) the
directors of CAT change the terms of or withdraw their recommendation of the
Offer or (ii) before the Offer lapses or is withdrawn without becoming or being
declared wholly unconditional any person (other than AstraZeneca or a person
acting in concert (as defined in the City Code) with AstraZeneca) announces an
intention to make a competing offer however effected, to acquire the entire
issued share capital of CAT (other than CAT Shares owned by such third party or
persons acting in concert with it) and, at any time, the competing offer becomes
or is declared wholly unconditional. AstraZeneca has agreed to pay a sum to CAT
of £2,500,000 if AstraZeneca invokes the OFT Condition or if the Offer lapses by
reason of the referral of the Offer by the OFT to the Competition Commission,
unless the failure to satisfy the OFT Condition, or the referral to the
Competition Commission, as appropriate, arises from the failure of CAT to use
its reasonable endeavours to assist in the satisfaction of the OFT Condition
(including the provision of necessary information or assistance to the OFT).

Disclosure of interests in CAT Shares

On 21 November 2004, AstraZeneca entered into an agreement (the "Subscription
Agreement") with CAT pursuant to which AstraZeneca agreed to subscribe for a
total of 10,217,983 ordinary shares of 10p each (the "Subscription Shares") in
CAT. The Subscription Agreement and the corresponding subscription for the
Subscription Shares were completed on 17 December 2004. The Subscription Shares
currently represent approximately 19.2 per cent. of CAT's issued share capital.

Under the terms of the Subscription Agreement AstraZeneca agreed, for a period
of 36 months from 21 November 2004, not to acquire or own any interests in
shares (as defined in section 208 of the Companies Act) in CAT in addition to
the Subscription Shares if, as a result of such acquisition, the percentage of
CAT's issued ordinary share capital held by AstraZeneca and its Affiliates (as
such term is defined in the Subscription Agreement) would exceed 19.907 per
cent. of CAT's issued ordinary share capital. AstraZeneca also agreed, for a
period of 36 months from 21 November 2004, not to make an offer to acquire any
shares in the capital of CAT under the Code unless such offer was recommended by
a majority of the CAT Directors. CAT released AstraZeneca from these obligations
on 14 May 2006 to facilitate the making of the proposed Offer.

Save as set out above and save for 261,064 CAT Shares held as at 10 May 2006 by
affiliates of Goldman Sachs International (who are acting in concert (within the
meaning of the City Code) with AstraZeneca), as at 14 May 2006, the last
practicable date prior to this announcement, neither AstraZeneca nor, so far as
AstraZeneca is aware, any person acting in concert with AstraZeneca had an
interest in or right to subscribe for relevant securities of CAT or had any
short position in relation to the relevant securities of CAT (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of
any relevant securities of CAT.

Delisting, cancellation of trading, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances under the Offer are received, AstraZeneca intends to
procure that CAT make applications to cancel the listing of CAT Shares from the
UKLA's Official List and to cancel admission to trading in CAT Shares on the
London Stock Exchange's market for listed securities. AstraZeneca also intends
to procure that CAT applies for delisting of the CAT ADSs from NASDAQ. Such
de-listings would significantly reduce the liquidity and marketability of any
CAT Shares or CAT ADSs not assented to the Offer at that time. AstraZeneca may
also request that CAT terminate the existing deposit agreement through which the
ADS programme is operated.

In addition, if the number of holders of CAT Securities in the United States
falls below 300 (calculated in accordance with Rule 12g3-2(a) under the Exchange
Act), AstraZeneca intends to procure that CAT file a Form 15 with the SEC to
request that its reporting obligations under the Exchange Act are terminated or
suspended.

If AstraZeneca receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more of CAT Shares to which the Offer relates,
AstraZeneca intends to exercise its rights pursuant to the provisions of
sections 428 to 430F (inclusive) of the Act, or Schedule 2 of the Interim
Regulations, as applicable, to acquire compulsorily the remaining CAT Shares in
respect of which the Offer has not been accepted on the same terms as the Offer.

It is anticipated that cancellation of listing on the Official List and of
admission to trading on the London Stock Exchange will take effect no earlier
than 20 business days after either (i) the date on which AstraZeneca has, by
virtue of its shareholdings and acceptances of the Offer, acquired or agreed to
acquire issued share capital carrying 75 per cent. of the voting rights of CAT
or (ii) the first date of issue of compulsory acquisition notices under section
429 of the Act, or Schedule 2 of the Interim Regulations, as applicable.
AstraZeneca will notify CAT Shareholders when the required 75 per cent. has been
attained and confirm that the notice period has commenced and the anticipated
date of cancellation.

It is also intended that, following the Offer becoming or being declared
unconditional, CAT will be re-registered as a private company under the relevant
provisions of the Act.

Enquiries:
AstraZeneca
Media Enquiries:

Steve Brown (London) [phone]
Edel McCaffrey (London) [phone]
Staffan Ternby (Sweden) [phone]

Analyst/Investor Enquiries:
Jonathan Hunt (London) [phone]
Mina Blair (London) [phone]
Ed Seage (US) [phone]
Jorgen Winroth (US) [phone]

Goldman Sachs International [phone]
Guy Slimmon
Mark Sorrell

CAT [phone]
Peter Chambre
John Aston
Rowena Gardner

Morgan Stanley (Financial Adviser to CAT) [phone]
Laura Howard
Henry Stewart
Brian Magnus

Morgan Stanley (Joint Corporate Broker to CAT) [phone]


Peter Moorhouse

JPMorgan Cazenove (Joint Corporate Broker to CAT) [phone]

Tony Brampton

Hogarth Partnership (UK and Europe) (PR Adviser to [phone]
CAT)
Chris Matthews
Melanie Toyne-Sewell
Andrew Jaques

BMC Communications (US media) (PR Adviser to CAT) [phone] (ext. 17)
Brad Miles

Trout Group (US Investors) (PR Adviser to CAT) [phone] (ext. 15)
Brandon Lewis



AstraZeneca PLC will be holding an analyst presentation by webcast and
teleconference as follows:

Presentation

The presentation will be available 15 minutes prior to the start of the analysts
teleconference/webcast.

Audio webcast

The webcast will start at 10:30BST. You will be able to register for the webcast
15 minutes prior to the stat of the webcast.

Teleconference details

10:30BST, 11:30CEST, 05:30EDT

There will be an interactive Q&A session
UK freephone 0800 559 3272
US freephone 1 866 239 0753
International [phone]
Emergency back up [phone]
Journalists are invited to listen only on [phone]



Teleconference replay details

A replay facility will be available from 12:00BST on Monday 15 May

UK freephone 0800 559 3271 4770729£
US freephone 1 866 239 0765 4770729£
International [phone] 4770729£

General

The Offer Document, which will include a letter of recommendation from the
Chairman of CAT, Form of Acceptance and Letter of Transmittal (as applicable)
will be despatched to CAT Shareholders by AstraZeneca as soon as practicable.

The Offer will be on the terms and subject to the conditions set out herein and
in Appendix 1 and to be set out in the Offer Document.

This announcement is for informational purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation of
an offer to buy any securities, pursuant to the Offer or otherwise. This
announcement also does not constitute a Solicitation / Recommendation Statement
under the rules and regulations of the US Securities and Exchange Commission
(the "SEC"). The Offer will be made solely by means of an Offer Document and the
Acceptance Forms accompanying the Offer Document, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. In the United States, AstraZeneca will file a Tender Offer Statement
containing the Offer Document and other related documentation with the SEC on
Schedule TO and CAT will file a Solicitation/Recommendation Statement with the
SEC on Schedule 14D-9 on or about the date the Offer Document is mailed to CAT
Shareholders. Free copies of the Schedule TO, the Schedule 14D-9 and the other
related documents to be filed by AstraZeneca or CAT in connection with this
Offer will be available from the date the Offer Document is mailed to CAT
Shareholders on the SEC's website at http://www.sec.gov. The Offer Document and
Acceptance Forms accompanying the Offer Document will be made available to all
CAT Shareholders at no charge to them. CAT Shareholders are advised to read the
Offer Document and the accompanying Acceptance Forms when they are sent to them
because they will contain important information. CAT Shareholders in the United
States are also advised to read the Tender Offer Statement and the Solicitation/
Recommendation Statement because they will contain important information.

It should be noted that by virtue of the conflicting provisions of the City Code
and the Exchange Act, the Panel has agreed that the Acceptance Condition can be
structured so that the Offer cannot become or be declared unconditional as to
acceptances until such time as all other conditions of the Offer have been
satisfied, fulfilled or, to the extent permitted, waived. The Acceptance
Condition in paragraph 1 of Appendix 1 has been amended accordingly.

The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2 to this announcement. Certain terms used
in this announcement are defined in Appendix 4 to this announcement.

CAT confirms that its current issued share capital (including those represented
by CAT ADSs) comprises 53,195,485 ordinary shares of 10 pence each. The
International Securities Identification Numbers for CAT Shares are GB0001662252
and US1321481079. Each CAT ADS represents one CAT Share. The Committee on
Uniform Securities Identification Procedures (CUSIP) number for CAT ADSs is
132148107.

Goldman Sachs International, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for AstraZeneca and no one else in
connection with the Offer and will not be responsible to anyone other than
AstraZeneca for providing the protections offered to clients of Goldman Sachs
International or for providing advice in relation to the Offer or any other
matters referred to in this announcement.

Morgan Stanley is acting exclusively for CAT and no one else in connection with
the Offer and will not be responsible to anyone other than CAT for providing the
protections afforded to clients of Morgan Stanley or for providing advice in
relation to the Offer or any other matters referred to in this announcement.

JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for CAT in
connection with the Offer and no one else and will not be responsible to anyone
other than CAT for providing the protections afforded to clients of JPMorgan
Cazenove Limited, or for providing advice in relation to the Offer, or any other
matters referred to in this announcement.

The availability of the Offer to CAT Shareholders who are not resident in and
citizens of the United Kingdom or the United States may be affected by the laws
of the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Offer Document.

Unless otherwise determined by AstraZeneca or required by the City Code, and
permitted by applicable law and regulation, the Offer, including the Loan Note
Alternative, will not be made, directly or indirectly, in, into or from, and
will not be capable of acceptance in or from Canada or Japan or any jurisdiction
where to do so would constitute a breach of securities laws in that
jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in, into or from
Canada or Japan or any jurisdiction where to do so would constitute a breach of
securities laws in that jurisdiction. Persons receiving this announcement
(including custodians, nominees and trustees) should observe these restrictions
and should not send or distribute this announcement in, into or from any such
jurisdictions.

The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the Securities Act or under the securities laws of any
state or other jurisdiction of the United States (or under the securities laws
of any other jurisdiction, the residents of which AstraZeneca is advised to
treat as Restricted Overseas Persons); the relevant clearances have not been,
and will not be, obtained from the securities commission of any province,
territory or jurisdiction of Canada; and no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Accordingly, unless an exemption under such act or
securities laws or unless otherwise determined by AstraZeneca, and permitted by
applicable law and regulation, the Loan Notes may not be offered, sold, resold,
delivered or transferred, directly or indirectly, in or into the United States,
Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, a person located
in the United States, Canada, Australia or Japan.

This document includes convenience translations of the consideration to be paid
by AstraZeneca from pounds sterling or pence into US dollars. All such amounts
have been translated at the exchange rate of £1.00 : $1.8911, the daily noon
buying rate for pounds sterling in New York certified by the New York Federal
Reserve Bank for customs purposes on 12 May 2006, the last business day prior to
the Announcement. Any US dollar amounts actually paid to holders of CAT ADSs
will be determined by the tender agent after it converts the pounds sterling
proceeds it receives from AstraZeneca into US dollars at the exchange rate
obtainable on the spot market in London (net of fees, expenses and withholding
taxes, if any) on the date such proceeds are received by the tender agent from
AstraZeneca. CAT Shareholders in the United States shall receive all payments
in pounds sterling.

To the extent permitted by the City Code, the rules of the UK Listing Authority
and the rules of the London Stock Exchange and the Exchange Act, AstraZeneca and
its nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, CAT Shares outside the United States during the period
in which the Offer remains open for acceptance. Any such purchases will be
publicly disclosed in accordance with applicable law in the United Kingdom and
the United States.

Forward Looking Statements

This announcement includes certain "forward-looking statements". These
statements are based on the current expectations of the management of CAT and
AstraZeneca and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein include
statements about the expected effects on AstraZeneca of the Offer, the expected
timing and scope of the Offer, and all other statements in this announcement
other than historical facts. Forward-looking statements include, without
limitation, statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the satisfaction of
the conditions to the Offer, and AstraZeneca's ability successfully to integrate
the operations and employees of CAT, as well as additional factors, such as
changes in economic conditions, changes in the level of capital investment,
success of business and operating initiatives and restructuring objectives,
costs associated with research and development, changes in the prospects for
products in the research and development pipeline of AstraZeneca or CAT,
customers' strategies and stability, changes in the regulatory environment,
fluctuations in interest and exchange rates, the outcome of litigation,
government actions and natural phenomena such as floods, earthquakes and
hurricanes. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements. Neither CAT nor
AstraZeneca undertake any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of CAT, all "dealings" in any "relevant securities" of CAT
(including by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no later than 3.30
p.m. (London time) on the London business day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends. If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of CAT, they will be
deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of CAT by AstraZeneca or CAT, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time)
(7.00am New York City time) on the London business day following the date of the
relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20
7382 9026; fax [phone].

APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer, which will be made by AstraZeneca, will comply with the City Code and
the Exchange Act and will be governed by English law and subject to the
jurisdiction of the English courts. In addition, the Offer will be subject to
the terms and conditions to be set out in the Offer Document. The Offer will be
subject to the following conditions:

1 valid acceptances of the Offer being received (and not, where
permitted, withdrawn) by no later than 10.00pm London time, 5.00pm New York City
time on the twentieth US business day following the posting of the Offer
Document (or such later time(s) and/or date(s) as AstraZeneca may, subject to
the rules of the Code and in accordance with the Exchange Act, decide) in
respect of not less than 90 per cent. (or such lesser percentage as AstraZeneca
may decide) of the CAT Shares (including CAT Shares represented by CAT ADSs) to
which the Offer relates, provided that this condition will not be satisfied
unless AstraZeneca and/or any member of the AstraZeneca Group shall have
acquired or agreed to acquire (whether pursuant to the Offer or otherwise) CAT
Shares (including CAT Shares represented by CAT ADSs) carrying in aggregate more
than 50 per cent. of the voting rights normally exercisable at a general meeting
of CAT. For the purposes of this condition:

1.1 CAT Shares (including CAT Shares represented by CAT ADSs) which
have been unconditionally allotted but not issued shall be deemed to carry the
voting rights which they will carry upon issue;

1.2 the expression "CAT Shares (including CAT Shares represented by
CAT ADSs) to which the Offer relates" shall be construed in accordance with
Sections 428 to 430F of the Act; and

1.3 valid acceptances shall be deemed to have been received in
respect of CAT Shares (including CAT Shares represented by CAT ADSs) which are
treated for the purposes of section 429(8) of the Act as having been acquired or
contracted to be acquired by AstraZeneca by virtue of acceptances of the Offer;

provided that unless AstraZeneca otherwise determines, this condition 1 shall be
capable of being satisfied only at a time when all of the other conditions 2 to
10 inclusive have either been satisfied, fulfilled or, to the extent permitted,
waived;

2 subject to condition 3 below:

2.1 the UK Office of Fair Trading ("OFT") indicating in terms
reasonably satisfactory to AstraZeneca that it does not believe that the
proposed acquisition of CAT by AstraZeneca (the "Transaction") creates a
relevant merger situation within the meaning of section 23 of the Enterprise Act
2002 ("EA"); or

2.2 the OFT indicating in terms reasonably satisfactory to
AstraZeneca that it has decided not to refer the Transaction or any part of it
to the Competition Commission ("CC"); or

2.3 the period for considering any merger notice given to the OFT
under section 96 of the EA by AstraZeneca having expired without any such
reference being made, provided that section 100(1)(a), (d) and (f) of the EA do
not apply in relation to such merger notice;

3 if a request to the European Commission is made by the competent
authorities of one or more Member States under Article 22 of Council Regulation
(EC) 139/2004 (the "Regulation") in relation to the Transaction or any part of
it and is accepted by the European Commission:

3.1 the European Commission issuing a decision pursuant to Article 6
(1)(b) of the Regulation in terms reasonably satisfactory to AstraZeneca
declaring that the Transaction or, if applicable, the relevant part of the
Transaction, is compatible with the common market; and

3.2 to the extent the OFT retains jurisdiction over any part of the
Transaction, one of the conditions set out in conditions 2.1 to 2.3 above being
satisfied in relation to each such part of the Transaction;

4 to the extent that the Offer constitutes a concentration or is
otherwise subject to merger control filing, notification or approval in any
jurisdiction not mentioned in conditions 2 or 3 above or the approval of the
competent agency in that jurisdiction is required before AstraZeneca can acquire
shares pursuant to the Offer, the receipt of evidence, in a form and substance
satisfactory to AstraZeneca, that in relation to the Offer and the acquisition
of any shares in, or control of, CAT by AstraZeneca or any member of the Wider
AstraZeneca Group, all applicable filings and notifications have been made, all
applicable waiting and/or other relevant time periods have expired, lapsed or
been terminated and any required approvals have been obtained, unconditionally
or, if subject to conditions, on terms satisfactory to AstraZeneca;

5 no central bank, government or governmental, quasi governmental,
supranational, statutory, regulatory or investigative body, trade agency, court,
professional association, or any other such body or person in any jurisdiction
(each a "Third Party") having given notice of a decision to take, institute or
threaten any action, proceeding, suit, investigation, enquiry or reference, or
having required any action to be taken, or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision or order
which would:

5.1 make the Offer, its implementation or the acquisition or
proposed acquisition of any CAT Shares (including CAT Shares represented by CAT
ADSs) by AstraZeneca void, unenforceable or illegal, or restrict, prohibit or
delay to a material extent or otherwise materially interfere with the
implementation of, or impose material additional conditions or obligations with
respect to, or otherwise materially challenge or require material amendment of,
the Offer or the acquisition of any CAT Shares by AstraZeneca;

5.2 result in a material delay in the ability of AstraZeneca, or
render it unable, to acquire some or all of the CAT Shares or require a
divestiture by AstraZeneca or any member of the Wider AstraZeneca Group of any
shares in CAT;

5.3 require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by AstraZeneca or any member of the
Wider AstraZeneca Group or by any member of the Wider CAT Group, in any such
case of all or any part of their respective businesses, assets or properties, or
impose any limitation on their ability to conduct their respective businesses
(or any of them) or to own their respective assets or properties or any part of
them, to an extent in any such case which is material in the context of the
Offer;

5.4 impose any material limitation on, or result in a material delay
in, the ability of AstraZeneca or any member of the Wider AstraZeneca Group to
acquire or to hold or to exercise effectively, directly or indirectly, all
rights of ownership of shares, loans or other securities (or the equivalent) in,
or to exercise management control over, CAT or the ability of any member of the
Wider CAT Group or AstraZeneca to hold or exercise effectively any rights of
ownership of shares, loans or other securities in, or to exercise management
control over, any member of the Wider CAT Group;

5.5 save pursuant to the Offer or Part XIIIA of the Act, require any
member of the Wider AstraZeneca Group or of the Wider CAT Group to acquire, or
offer to acquire, any shares or other securities (or the equivalent) in, or any
asset owned by, any member of the Wider CAT Group owned by any third party;

5.6 result in any member of the Wider CAT Group ceasing to be able
to carry on business under any name which it presently does so, the consequences
of which would be material in the context of the Wider CAT Group taken as a
whole;

5.7 otherwise adversely affect the business, assets, liabilities or
profits of any member of the Wider AstraZeneca Group or of the Wider CAT Group,
to an extent in any such case which is material in the context of the Wider
AstraZeneca Group or the Wider CAT Group, as the case may be, taken as a whole,

and all applicable waiting and other time periods during which any such Third
Party could take, institute or threaten any such action, proceeding, suit,
investigation, enquiry or reference or otherwise so intervene having expired,
lapsed or been terminated;

6 all necessary material notifications and filings having been
made in connection with the Offer and all statutory and regulatory obligations
in connection with the Offer in any jurisdiction having been complied with and
all material authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions and approvals
("Authorisations") deemed reasonably necessary or appropriate by AstraZeneca in
any jurisdiction for, or in respect of, the Offer and the acquisition or the
proposed acquisition of the CAT Shares by AstraZeneca or any member of the
AstraZeneca Group having been obtained in terms reasonably satisfactory to
AstraZeneca from all appropriate Third Parties or from any persons or bodies
with whom any member of the Wider AstraZeneca Group or the Wider CAT Group has
entered into contractual arrangements, all or any applicable waiting and other
time periods having expired, lapsed or been terminated (as appropriate) and all
such Authorisations (together with all material Authorisations deemed reasonably
necessary or appropriate to carry on the business of any member of the Wider CAT
Group) remaining in full force and effect at the time at which the Offer becomes
otherwise unconditional and there being no notice of any intention to revoke,
suspend, restrict, amend or not to renew any such Authorisations;

7 save as disclosed in writing to any member of the AstraZeneca
Group or its advisers by or on behalf of CAT prior to the date of this
announcement or save as publicly announced by CAT prior to the date of this
announcement, there being no provision of any arrangement, agreement, lease,
licence, permit or other instrument to which any member of the Wider CAT Group
is a party or by or to which any such member or any of its assets is or may be
bound or be subject, which as a consequence of the Offer or the acquisition or
the proposed acquisition by AstraZeneca or any member of the Wider AstraZeneca
Group of any shares or other securities (or the equivalent) in CAT or because of
a change in the control or management of any member of the Wider CAT Group or
otherwise, would result, in any case to an extent which is material in the
context of the Wider CAT Group taken as a whole, in:

7.1 any monies borrowed by, or any other indebtedness, actual or
contingent, of, any member of the Wider CAT Group being or becoming repayable,
or being capable of being declared repayable immediately or prior to their or
its stated maturity, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited;

7.2 the creation or enforcement of any mortgage, charge or other
security interest, over the whole or any part of the business, property or
assets of any member of the Wider CAT Group or any such mortgage, charge or
other security interest (whenever arising or having arisen) becoming
enforceable;

7.3 any such arrangement, agreement, lease, licence, permit or other
instrument being terminated or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;

7.4 any assets or interests of any member of the Wider CAT Group
being or falling to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of or charged;

7.5 any such member of the Wider CAT Group ceasing to be able to
carry on business under any name under which it presently does so;

7.6 the value or financial or trading position or profits of CAT or
any member of the Wider CAT Group being prejudiced or adversely affected; or

7.7 the creation of any liability (actual or contingent) by any
member of the Wider CAT Group;

8 save as disclosed in the Annual Report, publicly announced
through a Regulatory Information Service prior to the date of this announcement
or disclosed in writing to any member of the AstraZeneca Group or its advisers
by or on behalf of CAT prior to the date of this announcement, no member of the
Wider CAT Group having since 30 September 2005:

8.1 issued or agreed to issue or authorised or proposed or announced
its intention to authorise or propose the issue of additional shares of any
class, or securities convertible into, or exchangeable for, or rights, warrants
or options to subscribe for or acquire, any such shares or convertible
securities (save as between CAT and wholly owned subsidiaries of CAT and save
for the issue of CAT Shares pursuant to or in connection with rights granted
under, or the grant of rights under, the CAT Share Schemes);

8.2 recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other distribution whether
payable in cash or otherwise other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made by any wholly-owned
subsidiary of CAT to CAT or any of its wholly owned subsidiaries;

8.3 other than pursuant to the Offer (and save for transactions
between CAT and its wholly-owned subsidiaries or other than in the ordinary
course of business) implemented, effected, authorised, proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares (or the equivalent thereof) in any undertaking or undertakings
that is material in the context of the CAT Group taken as a whole or any change
in its share or loan capital;

8.4 (save for transactions between CAT and its wholly-owned
subsidiaries or other than in the ordinary course of business) disposed of, or
transferred, mortgaged or created any security interest over any asset or any
right, title or interest in any asset that is material in the context of the CAT
Group taken as a whole or authorised, proposed or announced any intention to do
so;

8.5 (save for transactions between CAT and its wholly-owned
subsidiaries) issued, authorised or proposed or announced an intention to
authorise or propose, the issue of any debentures or (save for transactions
between CAT and its wholly-owned subsidiaries or transactions under existing
credit arrangements or in the ordinary course of business) incurred any
indebtedness or contingent liability which is material in the context of the CAT
Group as a whole;

8.6 entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which involves or is reasonably likely to involve an obligation of such a nature
or magnitude which is, in any such case, or which is or is likely to be
restrictive on the business of any member of the Wider CAT Group, which is, in
any such case, material in the context of the Wider CAT Group;

8.7 entered into or varied to a material extent or authorised,
proposed or announced its intention to enter into or vary to a material extent
the terms of, or make any offer (which remains open for acceptance) to enter
into or vary to a material extent the terms of, any service agreement with any
director or, save for salary increases, bonuses or variations of terms in the
ordinary course, senior executive of CAT;

8.8 purchased, redeemed or repaid or announced a proposal to
purchase, redeem or repay any of its own shares or other securities (or the
equivalent) or reduced or made any other change to or proposed the reduction or
other change to any part of its share capital, save for any shares allotted in
connection with the CAT Share Schemes or as between CAT and wholly owned
subsidiaries of CAT;

8.9 waived, compromised or settled any claim which is material in
the context of the CAT Group as a whole otherwise than in the ordinary course of
business;

8.10 terminated or varied the terms of any agreement or arrangement
between any member of the CAT Group and any other person in a manner which would
or might reasonably be expected to have a material adverse effect on the
financial position of the CAT Group taken as a whole;

8.11 (save as disclosed on publicly available registers) made any
alteration to its memorandum or articles of association;

8.12 made or agreed or consented to any significant change to the terms
of the trust deeds constituting the pension schemes established for its
directors and/or employees and/or their dependants or to the benefits which
accrue, or to the pensions which are payable, thereunder, or to the basis on
which qualification for or accrual or entitlement to such benefits or pensions
are calculated or determined or to the basis upon which the liabilities
(including pensions) of such pension schemes are funded or made, or agreed or
consented to any change to the trustees involving the appointment of a trust
corporation;

8.13 been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business which is material in the context of the CAT
Group as a whole;

8.14 (other than in respect of a member which is dormant and was solvent
at the relevant time) taken or proposed any corporate action or had any action
or proceedings or other steps instituted against it for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any material part of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction; or

8.15 entered into any agreement, arrangement or commitment or passed any
resolution or made any proposal or announcement with respect to, or to effect,
any of the transactions, matters or events referred to in this condition 8;

9 since 30 September 2005, save as disclosed in the Annual Report,
or save as disclosed in writing to any member of the AstraZeneca Group or its
advisers by or on behalf of CAT or except as publicly announced by CAT (by the
delivery of an announcement to a Regulatory Information Service), in each case
prior to the date of this announcement, there having been:

9.1 no adverse change in the business, assets, financial or trading
position or profits of any member of the Wider CAT Group which is material in
the context of the Wider CAT Group taken as a whole;

9.2 no litigation, arbitration proceedings, prosecution or other
legal proceedings having been announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider CAT Group and no
enquiry or investigation by or complaint or reference to any Third Party against
or in respect of any member of the Wider CAT Group having been threatened,
announced or instituted or remaining outstanding, against or in respect of any
member of the Wider CAT Group and which in any such case might reasonably be
expected to have a material adverse effect on the Wider CAT Group taken as a
whole; and

9.3 no contingent or other liability having arisen or become
apparent to any member of the Wider AstraZeneca Group which might reasonably be
expected to adversely affect any member of the Wider CAT Group and which in any
such case is material in the context of the Wider CAT Group taken as a whole;
and

10 save as publicly announced by the delivery of an announcement to a
Regulatory Information Service prior to the date of this announcement or as
otherwise disclosed in the Annual Report or in writing to any member of the
AstraZeneca Group or its advisers by or on behalf of CAT prior to the date of
this announcement, AstraZeneca not having discovered:

10.1 that the financial, business or other information concerning the
Wider CAT Group publicly announced or disclosed at any time by or on behalf of
any member of the Wider CAT Group is misleading, contains a misrepresentation of
fact or omits to state a fact necessary to make the information contained
therein not misleading and which is, in any case, material in the context of the
Wider CAT Group;

10.2 that any member of the Wider CAT Group is, otherwise than in the
ordinary course of business, subject to any liability, contingent or otherwise,
which is material in the context of the Wider CAT Group taken as a whole;

10.3 that any past or present member of the Wider CAT Group has failed
to comply in any material respect with any applicable legislation or regulations
of any jurisdiction or any notice or requirement of any Third Party with regard
to the storage, disposal, discharge, spillage, release, leak or emission of any
waste or hazardous or harmful substance or any substance likely to impair the
environment or harm human or animal health or otherwise relating to
environmental matters or that there has been any such storage, presence,
disposal, discharge, spillage, release, leak or emission (whether or not the
same constituted non-compliance by any person with any such legislation or
regulation, and whenever the same may have taken place), any of which
non-compliance would be likely to give rise to any material liability (whether
actual or contingent) or cost on the part of any member of the Wider CAT Group
and which is material. in any such case, in the context of the Wider CAT Group
taken as a whole; or

10.4 there is, or is reasonably likely to be, any material obligation or
liability (whether actual or contingent) to make good, repair, reinstate or
clean up any property now or previously owned, occupied, operated or made use of
or controlled by any past or present member of the Wider CAT Group under any
environmental legislation, regulation, notice, circular or order of any Third
Party in any jurisdiction, in each case to an extent which is material in the
context of the Wider CAT Group taken as a whole.

For the purposes of this Appendix:

"Wider AstraZeneca Group" means AstraZeneca PLC and its subsidiary undertakings,
associated undertakings and any other undertakings in which AstraZeneca PLC and
such undertakings (aggregating their interests) have a substantial interest; and

"Wider CAT Group" means CAT and its subsidiary undertakings, associated
undertakings and any other undertakings in which CAT and such undertakings
(aggregating their interests) have a substantial interest.

For these purposes, "subsidiary", "subsidiary undertaking", "undertaking" and "
associated undertaking" have the respective meanings given thereto by the Act,
but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act, and
"substantial interest" means a direct or indirect interest in 20 per cent. or
more of the equity capital of an undertaking.

AstraZeneca reserves the right to waive, in whole or in part, all or any of the
above conditions 2 to 10 (inclusive).

If AstraZeneca is required by the Panel to make an offer for CAT Shares under
the provisions of Rule 9 of the Code, AstraZeneca may make such alterations to
any of the above conditions, including condition 1 above, and terms of the Offer
as are necessary to comply with the provisions of that Rule.

The Offer will lapse unless all the above conditions have been fulfilled or,
where permitted, waived or, where appropriate, have been determined by
AstraZeneca to be or remain satisfied, by 10.00pm (London time), 5.00pm (New
York City time) on the twentieth US business day following the posting of the
Offer Document (or in each case such later date as AstraZeneca may determine, in
accordance with the City Code and the Exchange Act). AstraZeneca shall be under
no obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled any of conditions 2 to 10 (inclusive) by a
date earlier than the latest date for the fulfilment of that condition
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.

The Offer will lapse (unless otherwise agreed with the Panel) if, before the
later of the first closing date of the Offer and the date when the Offer becomes
or is declared unconditional as to acceptances:

(i) the OFT has referred the Offer to the Competition Commission;
or

(ii) the European Commission has initiated proceedings under Article
6(1)(c) of the Regulation.

If the Offer lapses, the Offer will cease to be capable of further acceptance
and accepting CAT Shareholders and AstraZeneca shall cease to be bound by Forms
of Acceptance submitted at or before the time when the Offer so lapses.

APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION

(i) The value placed by the Offer on the existing issued share
capital of CAT is based on 53,195,485 CAT Shares in issue on 12 May 2006, being
the last dealing day prior to the date of this announcement.

(ii) The closing mi