UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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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. 5)
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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:
Check
the following box if the filing is a final amendment reporting the
results
of the tender offer. o
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This
Amendment No. 5 (“Amendment No. 5”) 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. 5 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:
“The
initial period of the Offer expired at 12:00 Midnight, New York City time,
on
Thursday, May 31, 2007. According to the Depositary, as of 12:00
Midnight, New York City time, on May 31, 2007, a total of approximately
229,271,957 Shares were validly tendered to Purchaser and not withdrawn
(including approximately 27,750,668 Shares delivered through notices of
guaranteed delivery), representing approximately 96.0% of the Shares
outstanding. Purchaser has accepted all Shares that were validly
tendered and not withdrawn prior to expiration of the Offer for payment pursuant
to the terms of the Offer, and payment for such Shares will be made promptly
in
accordance with the terms of the Offer.
On
June 1, 2007, AstraZeneca issued a
press release announcing the results of the Offer and that Purchaser has
commenced a Subsequent Offering Period for all remaining untendered Shares
expiring at 12:00 Midnight, New York City time, on Tuesday, June 5, 2007. During
the Subsequent Offering Period, holders of Shares who did not previously tender
their Shares into the Offer may do so and will promptly receive the same $58.00
per Share cash consideration paid during the initial offering
period. Purchaser will immediately accept for payment all Shares
validly tendered during this Subsequent Offering Period, and payment will be
made promptly after acceptance, in accordance with the terms of the
Offer. The procedures for accepting the Offer and tendering Shares
during the Subsequent Offering Period are the same as those described for the
Offer in the Offer to Purchase, except that (i) the guaranteed delivery
procedures may not be used during the Subsequent Offering Period and (ii) Shares
tendered during the Subsequent Offering Period may not be
withdrawn.
AstraZeneca
also announced in its June
1, 2007 press release its intention to effect, following the expiration of
the
Subsequent Offering Period and pursuant to the terms of the Merger Agreement,
the Merger under the short-form merger provisions of the DGCL without prior
notice to, or any action by, any other MedImmune stockholder. In
order to comply with certain advance notice provisions in the indentures
governing MedImmune’s 1.375% Convertible Senior Notes Due 2011 and 1.625%
Convertible Senior Notes Due 2013, the Merger Effective Time is expected to
occur on or about June 18, 2007. At the Merger Effective Time, each outstanding
Share (other than any Shares in respect of which appraisal rights are validly
exercised under the DGCL and any Shares owned by MedImmune, AstraZeneca or
any
of their subsidiaries) will be converted into the right to receive the same
$58.00 in cash per Share, without interest, that was paid in the
Offer. The Merger Effective Time is expected to occur on or about
June 18, 2007. The full text of AstraZeneca’s June 1, 2007 press
release is attached hereto as Exhibit (a)(10).
In
addition, pursuant to the Merger
Agreement, each director of MedImmune, other than Ms. Barbara Hackman Franklin,
Dr. M. James Barrett and Ms. Elizabeth H.S. Wyatt, submitted letters of
resignation from the MedImmune Board effective as of June 1, 2007. On
June 1, 2007, the MedImmune Board appointed Messrs. David Elkins, Glenn
Engelmann, John Goddard, Shaun Grady, Rodger McMillan and John Rex as
directors of MedImmune to fill the vacancies created by such
resignations. Such individuals were designated for appointment as
directors by AstraZeneca and Purchaser pursuant to the Merger Agreement, and
their appointment provides AstraZeneca with majority representation on the
MedImmune Board.”
Item
12. Exhibits.
Item
12 of
the Schedule TO is hereby amended and supplemented by adding the following
exhibits:
“(a)(10) Press
release issued by AstraZeneca dated June 1, 2007.”
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:
June
1, 2007
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
No.
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Description
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(a)(10)
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Press
release issued by AstraZeneca dated June 1,
2007.
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