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. 6)
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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: |
o
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. x
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This
Amendment No. 6 (“Amendment No. 6”) 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. 6 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:
“On
June
6, 2007, AstraZeneca issued a press release announcing the completion of the
Offer. The Subsequent Offering Period expired at 12:00 Midnight, New
York City time, on Tuesday, June 5, 2007. According to the
Depositary, as of 12:00 Midnight, New York City time, on June 5, 2007, a total
of 218,750,474 Shares (excluding Shares tendered through notices of guaranteed
delivery that had not been delivered to the Depositary as of June 5, 2007)
were
validly tendered in the initial offering period and the Subsequent Offering
Period of the Offer, which represent approximately 91.6% of all outstanding
Shares. Purchaser has accepted for payment all Shares that were
validly tendered during the initial offering period and the Subsequent Offering
Period, and payment for such Shares will be made promptly, in accordance with
the terms of the Offer.
As
disclosed in Amendment No. 5 to the Schedule TO filed on June 1, 2007, the
acquisition of MedImmune is expected to be completed, on or about June 18,
2007,
upon the effectiveness of the Merger under the short-form merger provisions
of
the DGCL without prior notice to, or any action by, any other MedImmune
stockholder. 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. As a result of the Merger, MedImmune will become an indirect
wholly owned subsidiary of AstraZeneca.
The
full
text of AstraZeneca’s June 6, 2007 press release is attached hereto as Exhibit
(a)(11).”
Item
12. Exhibits.
Item
12 of
the Schedule TO is hereby amended and supplemented by adding the following
exhibits:
“(a)(11)
Press release issued by AstraZeneca dated June 6, 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
6, 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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(a)(11)
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Press
release issued by AstraZeneca dated June 6,
2007.
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