UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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SCHEDULE
TO
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Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the
Securities Exchange Act of 1934
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(Amendment
No. 4)
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MEDIMMUNE,
INC.
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(Name
of Subject Company)
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ASTRAZENECA
BIOPHARMACEUTICALS INC.
ASTRAZENECA
PLC
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(Names
of Filing Persons – Offeror)
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Common
Stock, Par Value $0.01 Per Share
(including
the associated preferred stock purchase
rights)
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(Title
of Class of Securities)
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584699102
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(Cusip
Number of Class of Securities)
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Graeme
H. R. Musker
AstraZeneca
PLC
15
Stanhope Gate
London,
W1K 1LN, England
Telephone:
+44 20 7304 5000
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
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Copies
to:
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Paul
R. Kingsley
Thomas
J. Reid
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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o |
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
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Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
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third-party
tender offer subject to Rule 14d-1.
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issuer
tender offer subject to Rule 13e-4.
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o |
going-private
transaction subject to Rule 13e-3.
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the
following box if the filing is a final amendment reporting the results of
the
tender offer. o
This
Amendment No. 4 (“Amendment No. 4”) amends and supplements the
Tender Offer Statement on Schedule TO (as previously amended, the
“Schedule TO”) originally filed on May 3, 2007 by AstraZeneca
PLC, a public limited company incorporated under the laws of England and Wales
(“AstraZeneca”), and AstraZeneca Biopharmaceuticals Inc., a
Delaware corporation (“Purchaser”) and an indirect wholly owned
subsidiary of AstraZeneca, relating to the offer by Purchaser to purchase all
outstanding shares of common stock, par value $0.01 per share (including the
associated preferred stock purchase rights, the “Shares”), of
MedImmune, Inc., a Delaware corporation (“MedImmune”), at
$58.00 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May
3,
2007 (the “Offer to Purchase”) and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the “Offer”).
All
capitalized terms used in this Amendment No. 4 without definition have the
meanings ascribed to them in the Schedule TO.
The
items
of the Schedule TO set forth below are hereby amended and supplemented as
follows:
Item
11. Additional Information.
Item
11 of
the Schedule TO is hereby amended and supplemented by adding the following
text
thereto:
“Denial
of Temporary Restraining Order
As
disclosed in Amendments No. 2 and
No. 3 to the Schedule TO, on April 25, 2007, a purported class action was filed
in the Circuit Court for Montgomery County, Maryland, against MedImmune and
certain of its directors by an individual stockholder named Chris Larson
alleging that the defendants breached their fiduciary duties to MedImmune
stockholders in connection with the transactions contemplated by the Merger
Agreement. On May 29, 2007, the plaintiff filed an amended complaint
and a motion requesting a temporary restraining order to prevent consummation
of
the Offer until June 15, 2007.
On
May 31, 2007, the court denied the
plaintiff’s motion for a temporary restraining order.
Facility
Agreement Amendment
As
disclosed in the Offer to Purchase
filed as an exhibit to the Schedule TO, AstraZeneca entered into an unsecured
facility agreement dated May 1, 2007 with Citigroup Global Markets Limited,
Deutsche Bank AG, London Branch and HSBC Bank plc acting as mandated lead
arrangers and bookrunners, Citibank, N.A., Deutsche Bank AG, London Branch
and
HSBC Bank plc as lenders and HSBC Bank plc as facility agent (the
“Facility Agreement”). On May 31, 2007, the Facility Agreement
was amended and restated pursuant to an amendment agreement and an amended
and
restated facility agreement (collectively, the “Amended Facility
Agreement”), in each case, dated May 31, 2007 among AstraZeneca,
Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and HSBC
Bank
plc acting as mandated lead arrangers and bookrunners, JPMorgan Cazenove Limited
acting as mandated lead arranger, HSBC Bank plc as facility agent, HSBC Bank
USA, National Association as swingline agent, and the other parties
thereto.
The
following paragraphs describe the
principal amendments to the Facility Agreement reflected in the Amended Facility
Agreement.
The
Facility. The
Amended Facility Agreement now comprises a $15.0 billion committed revolving
loan facility (the “Revolving Facility”)
including a swingline facility in a maximum aggregate amount of $5.0 billion
(the “Swingline Facility” and, together with
the Revolving Facility, the “Amended
Facility”). The Amended Facility remains repayable
in
full 364 days from the date of the Facility Agreement.
In
addition to the uses of proceeds
allowed under the Facility Agreement, proceeds drawn under the Revolving
Facility may also be used for general corporate purposes, including the
refinancing of loans under the Swingline Facility up to an amount of $5.0
billion.
Conditions
to
Funding. The Revolving Facility in respect of a Certain Funds
Utilization is provided to AstraZeneca on a “certain funds” basis. As such,
during the Certain Funds Period, the lenders will be obliged to make a loan,
and
may not cancel a commitment or exercise any right of acceleration unless either
there is a misrepresentation in relation
to a Major Representation or a Major Default has occurred. For these purposes,
“Certain Funds Period” means the period from the date of the
Facility Agreement and ending on the date falling six months
thereafter.
Prepayments. The
Amended Facility Agreement provides for mandatory prepayment from the net
proceeds of certain financial indebtedness raised, and in certain instances
the
Amended Facility is cancelled to the extent of the prepayment.
Swingline
facility interest
rates and interest period. The interest rate on each loan under
the Swingline Facility is the higher of the prime commercial lending rate in
U.S. dollars on the utilization date and 0.25% per annum over the rate per
annum
determined by the swingline agent to be the federal funds rate (as published
by
the Federal Reserve Bank of New York) for that day. The interest period of
a
swingline loan cannot be a period longer than seven New York business
days.
Repayment.
Each swingline loan
is repayable on the last day of its interest period and a swingline loan may
not
be applied in repayment or prepayment of another swingline loan.
The
foregoing summary description of
the Amended Facility Agreement is qualified in its entirety by reference to
the
amendment agreement and the amended and restated facility agreement, copies
of
which are filed, respectively, as Exhibits (b)(2) and (b)(3)
hereto.”
Item
12. Exhibits.
Item
12 of
the Schedule TO is hereby amended and supplemented by adding the following
exhibits:
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“(b)(2)
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Amendment
Agreement dated May 31, 2007 among AstraZeneca, Citigroup Global
Markets
Limited, Deutsche Bank AG, London Branch and HSBC Bank plc acting
as
mandated lead arrangers and bookrunners, JPMorgan Cazenove Limited
acting
as mandated lead arranger, HSBC Bank plc as facility agent, HSBC
Bank USA,
National Association as swingline agent, and the other parties
thereto.
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(b)(3)
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Amended
and Restated Facility Agreement dated May 31, 2007 among AstraZeneca,
Citigroup Global Markets Limited, Deutsche Bank AG, London Branch
and HSBC
Bank plc acting as mandated lead arrangers and bookrunners, JPMorgan
Cazenove Limited acting as mandated lead arranger, HSBC Bank plc
as
facility agent, HSBC Bank USA, National Association as swingline
agent,
and the other parties thereto.”
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SIGNATURES
After
due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: May
31, 2007
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ASTRAZENECA
BIOPHARMACEUTICALS INC.
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By:
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/s/
Chris R.W. Petty
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Name: |
Chris R. W.
Petty |
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Title: |
Assistant
Secretary and Vice President |
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ASTRAZENECA
PLC
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By:
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/s/
Shaun F. Grady
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Name: |
Shaun
F. Grady |
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Title: |
Authorised
Signatory |
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EXHIBIT
INDEX
Exhibit
No.
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Description
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(b)(2)
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Amendment
Agreement dated May 31, 2007 among AstraZeneca, Citigroup Global
Markets
Limited, Deutsche Bank AG, London Branch and HSBC Bank plc acting
as
mandated lead arrangers and bookrunners, JPMorgan Cazenove Limited
acting
as mandated lead arranger, HSBC Bank plc as facility agent, HSBC
Bank USA,
National Association as swingline agent, and the other parties
thereto.
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(b)(3)
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Amended
Facility Agreement dated May 31, 2007 among AstraZeneca, Citigroup
Global
Markets Limited, Deutsche Bank AG, London Branch and HSBC Bank plc
acting
as mandated lead arrangers and bookrunners, JPMorgan Cazenove Limited
acting as mandated lead arranger, HSBC Bank plc as facility agent,
HSBC
Bank USA, National Association as swingline agent, and the other
parties
thereto.
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