Transaction Valuation* | Amount of Filing Fee** | ||
$15,651,208,882
|
$480,492.11 | ||
* | Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase all 238,141,500 outstanding shares of common stock of MedImmune, Inc. at a purchase price of $58.00 cash per share and all outstanding options with respect to 31,706,929 shares of common stock of MedImmune, Inc., in each case as of April 30, 2007, the most recent practicable date. |
** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0000307. |
o | Check 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. |
Amount Previously Paid:
|
Not applicable. | Filing Party: | Not applicable. | |||
Form or Registration No.:
|
Not applicable. | Date Filed: | Not applicable. | |||
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. |
o | issuer tender offer subject to Rule 13e-4. |
o | going-private transaction subject to Rule 13e-3. |
o | amendment to Schedule 13D under Rule 13d-2. |
Item 10. | Financial Statements. |
Item 12. | Exhibits. |
Exhibit No.
|
Description
|
|||
(a)(1) | Offer to Purchase dated May 3, 2007. | |||
(a)(2) | Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). | |||
(a)(3) | Notice of Guaranteed Delivery. | |||
(a)(4) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |||
(a)(5) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |||
(a)(6) | Summary Advertisement dated May 3, 2007. | |||
(b) | Facility Agreement dated as of May 1, 2007 among AstraZeneca PLC, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and HSBC Bank plc, as arrangers, HSBC Bank plc, as agent, and Citibank, N.A., Deutsche Bank AG, London Branch and HSBC Bank plc, as initial lenders. | |||
(c) | Not applicable. | |||
(d)(1) | Agreement and Plan of Merger dated as of April 22, 2007 among MedImmune, Inc., AstraZeneca PLC and AstraZeneca Biopharmaceuticals Inc. (incorporated by reference to the Form 6-K filed by AstraZeneca PLC on April 26, 2007). | |||
(d)(2) | Non-Disclosure and Confidentiality Agreement dated as of March 23, 2007 between MedImmune, Inc. and AstraZeneca PLC. | |||
(d)(3) | Non-Disclosure and Confidentiality Agreement dated as of April 25, 2007 between MedImmune, Inc. and AstraZeneca PLC. | |||
(e) | Not applicable. | |||
(f) | Not applicable. | |||
(g) | Not applicable. | |||
(h) | Not applicable. |
By: |
/s/ Shaun
Grady
|
By: |
/s/ David
R. Brennan
|
Title: | Chief Executive Officer |
Exhibit No.
|
Description
|
|||
(a)(1) | Offer to Purchase dated May 3, 2007 | |||
(a)(2) | Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) | |||
(a)(3) | Notice of Guaranteed Delivery | |||
(a)(4) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |||
(a)(5) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |||
(a)(6) | Summary Advertisement dated May 3, 2007 | |||
(b) | Facility Agreement dated as of May 1, 2007 among AstraZeneca PLC, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and HSBC Bank plc, as arrangers, HSBC Bank plc, as agent, and Citibank, N.A., Deutsche Bank AG, London Branch and HSBC Bank plc, as initial lenders | |||
(d)(1) | Agreement and Plan of Merger dated as of April 22, 2007 among MedImmune, Inc., AstraZeneca PLC and AstraZeneca Biopharmaceuticals Inc. (incorporated by reference to the Form 6-K filed by AstraZeneca PLC on April 26, 2007) | |||
(d)(2) | Non-Disclosure and Confidentiality Agreement dated as of March 23, 2007 between MedImmune, Inc. and AstraZeneca PLC | |||
(d)(3) | Non-Disclosure and Confidentiality Agreement dated as of April 25, 2007 between MedImmune, Inc. and AstraZeneca PLC |