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AstraZeneca rejects Pfizer’s final offer, again

Posted on 20 May 2014

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On Friday May 16th, 2014, Pfizer announces its final proposal to combine the two companies.

This is the fourth proposal Pfizer has made and Pfizer believes that this final proposal provides a clear basis for AstraZeneca to extend the period for making a firm offer under the Code and to meaningfully engage with Pfizer.

On 16 May 2014, Pfizer sent a letter to the Chairman of AstraZeneca setting forth the terms and basis of an improved proposal with an indicative value of £53.50, comprising 1.845 shares in the combined entity and 2,157 pence per AstraZeneca share.

In response, AstraZeneca indicated that its board believes that Pfizer's £53.50 proposal substantially undervalues the company.

During discussions earlier today, AstraZeneca made clear that it is not currently prepared to accept a price close to Pfizer’s £53.50 proposal.

Pfizer confirms that it will not make a hostile offer directly to AstraZeneca shareholders and will only proceed with an offer with the recommendation of the board of directors of AstraZeneca.

On May 17th, 2014, the Board of AstraZeneca notes the announcement by Pfizer of its final proposal, comprising £24.76 in cash (45%) and 1.747 Pfizer shares (55%) per AstraZeneca share, representing a value of £55.00 per AstraZeneca share (based on the closing price of Pfizer shares on 16 May 2014).

This proposal undervalues the Company and its attractive prospects and has been rejected by the Board of AstraZeneca.

Pfizer's letter did not provide detail about other key aspects of its proposal, several of which are of importance to the Board’s evaluation.

The Board of AstraZeneca met on 17 May 2014 and concluded that the financial terms of the Friday Proposal substantially undervalued the Company and its attractive prospects. Accordingly, the Friday Proposal was rejected.

Previously rejected offer

Offer renewed in August 2014

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