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| Source: AstraZeneca PLC
ASTRAZENECA BOARD REJECTS PFIZER’S FINAL PROPOSAL
Final Proposal falls short of AstraZeneca's value as an independent science-led
company

AstraZeneca has excellent momentum in the delivery of its clearly defined
strategy, underpinning the Board's confidence in the Company's long term revenue
targets and profitability

Pfizer's proposals bring uncertainty and risks for AstraZeneca shareholders

The Board of AstraZeneca PLC ("AstraZeneca" or the "Company") notes the
announcement by Pfizer Inc. ("Pfizer") of its final proposal (the "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.

Leif Johansson, Chairman of AstraZeneca said:

"Pascal Soriot, Marc Dunoyer and I had a lengthy discussion with Pfizer over the
weekend about the proposal Pfizer made on Friday evening at a value of £53.50
per share. During this discussion, Pfizer said that it could consider only minor
improvements in the financial terms of the Friday Proposal. In response, we
indicated, even assuming that other key aspects of any proposal had been
satisfactory, that the price at which the Board of AstraZeneca would be prepared
to provide a recommendation would have to be more than 10% above the level
contained in Pfizer's Friday Proposal. The Final Proposal is a minor improvement
which continues to fall short of the Board's view of value and has been
rejected."

"Pfizer's approach throughout its pursuit of AstraZeneca appears to have been
fundamentally driven by the corporate financial benefits to its shareholders of
cost savings and tax minimisation. From our first meeting in January to our
latest discussion yesterday, and in the numerous phone calls in between, Pfizer
has failed to make a compelling strategic, business or value case. The Board is
firm in its conviction as to the appropriate terms to recommend to
shareholders."

"AstraZeneca has created a culture of innovation, with science at the heart of
its operations, which will continue to create significant value for patients,
shareholders and all stakeholders of AstraZeneca."

"As an independent company, the entire value of AstraZeneca's pipeline will
accrue to our shareholders. Under Pfizer's Final Proposal, this value would be
significantly diluted."

"We have rejected Pfizer's Final Proposal because it is inadequate and would
present significant risks for shareholders, while also having serious
consequences for the Company, our employees and the life-sciences sector in the
UK, Sweden and the US."

Background

After the close of business on 16 May 2014, the Board received a letter
containing a revised non-binding proposal from Pfizer comprising £21.57 in cash
(40%) and 1.845 Pfizer shares (60%) per AstraZeneca share, representing a value
of £53.50 per AstraZeneca share (based on the closing price of Pfizer shares on
16 May 2014) (the "Friday Proposal"). 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.

The Board wrote to Pfizer on the evening of 17 May 2014 to confirm that the
Board had rejected the Friday Proposal. The Board offered to hold a meeting with
Pfizer to explain its views around the substantial shortfall in value of the
Friday Proposal. The Board also offered Pfizer the opportunity to explain the
key aspects of its proposal that were not described in Pfizer's letter, in
particular four points central to the Board's concerns relating to value for
AstraZeneca's shareholders. These are:

  ·      The business operating model and segmentation which would allow
AstraZeneca to deliver on its research and development pipeline and prospects;
and
     which would protect and preserve its culture of science and innovation,
especially given the likelihood of material cost savings and research and
     development reductions;

  ·      The details of Pfizer's plans for cost savings, including around
research and development, pipeline delivery and employment;

  ·      Transaction execution risks, in particular Pfizer's proposed tax
inversion and regulatory clearances; and

  ·      Pfizer's plans for protecting the certainty of delivery of the value of
any offer at closing.

Pfizer requested that this meeting be held by conference call. This conference
call, between Leif Johansson (Chairman), Pascal Soriot (Chief Executive Officer)
and Marc Dunoyer (Chief Financial Officer) of AstraZeneca and Ian Read (Chairman
and CEO) and Frank D'Amelio (Chief Financial Officer) of Pfizer, took place on
the afternoon of 18 May 2014.

The Chairman of Pfizer said that Pfizer could consider only minor improvements
to the financial terms of the Friday Proposal. The Chairman of AstraZeneca
responded that, even if the other key aspects of the Friday Proposal had been
satisfactory, the price at which the Board of AstraZeneca would be prepared to
provide a recommendation would have to be more than 10% above the level
contained in Pfizer's Friday Proposal. Pfizer stated that its Friday Proposal
was final and would not be amended. As a consequence the discussion ended.

The Board of AstraZeneca met on 18 May 2014 after this telephone discussion and
reconfirmed its rejection of Pfizer's Friday Proposal.

A few hours later, without prior notice to AstraZeneca and contrary to its
previous statement, Pfizer announced its Final Proposal to the market. The Board
of AstraZeneca met again and rejected Pfizer's Final Proposal for reasons set
out below.

The Board believes Pfizer's proposals fail to recognise the transformation of
AstraZeneca and its attractive long term prospects as an independent science-led
company

As set out in the presentation to shareholders on 6 May 2014:

  ·      AstraZeneca has a growing and accelerating late stage pipeline, with
aggregate risk-adjusted pipeline peak year sales potential of around $23 billion
and
     non risk-adjusted pipeline peak year sales potential of around $63 billion;
  ·      AstraZeneca's five key growth platforms are sustaining near-term
growth, AstraZeneca remains confident that 2017 revenues should be broadly in
line with
     2013;
  ·      AstraZeneca is targeting strong and consistent revenue growth from
2017, leading to annual revenues of greater than $45 billion by 2023; and
  ·      AstraZeneca's core earnings growth is expected to be in excess of
revenue growth during the period from 2017 to 2023 as a result of operating
leverage.

AstraZeneca has excellent momentum in the delivery of its clearly defined
strategy, underpinning the Board's confidence in long term revenue targets and
profitability

AstraZeneca continues to demonstrate strong momentum across all elements of its
strategy, as evidenced by multiple recent significant pipeline developments in
its core therapy areas. These pipeline developments, announced in 2014 after
completion of the Company's 2013 Long Range Plan, underpin the Board's
confidence in AstraZeneca's revenue targets due to increased probabilities of
success for key oncology and other specialty franchise pipeline assets. As a
result, AstraZeneca's margins are expected to benefit from this improved revenue
mix.

Given that AstraZeneca is at a point of inflection, the Board believes that
selling AstraZeneca at the final price proposed by Pfizer would deprive
shareholders of the value from potential future pipeline success. Accordingly,
the Board believes short term metrics, including premia over historical share
prices, as referenced by Pfizer regarding the attractiveness of its proposals,
are not appropriate bases for assessing the value of AstraZeneca.

Pfizer's Proposals and Business Model Bring Uncertainty and Risk

The majority of the consideration is in Pfizer shares which many AstraZeneca
shareholders will be forced to sell. Further, for those AstraZeneca shareholders
able to hold Pfizer shares, the Board believes Pfizer's proposals would
materially alter the investment case and create risks and uncertainties. In
particular the Board believes:

  ·      Pfizer's proposals are predicated on the delivery of significant cost
reductions and imply a meaningful reduction in research and development
potential and
     capabilities;
  ·      The associated integration would risk significant disruption to the
delivery and value of AstraZeneca's pipeline;
  ·      Pfizer's previous large scale acquisitions have highlighted the
challenges around the negative impact of integration on research and
development
     productivity and output; and
  ·      Pfizer's announced business segmentation, if it were applied to
AstraZeneca's business, would likely lead to value destruction.

In the context of the above, AstraZeneca notes the recent decline in Pfizer's
share price, which has fallen by 5.3% since the release of Pfizer's Q1 2014
results.

The tax-driven inversion structure remains a key part of Pfizer's proposals. The
inversion structure has already been the subject of intense public and
governmental scrutiny, particularly in the US, as a result of Pfizer's possible
offer for AstraZeneca. The Board believes this structure brings increased
uncertainty as regards the delivery of value for AstraZeneca shareholders.

Rejection of the Final Proposal

The Board believes that Pfizer's Final Proposal, in relation to price, form of
consideration and the four particular points that are central to the Board's
concerns around value, remains inadequate. Accordingly, the Board has rejected
the Final Proposal.

This statement is being made by AstraZeneca without prior agreement or approval
of Pfizer. There can be no certainty that an offer will be made nor as to the
terms on which any offer might be made. Shareholders are strongly advised to
take no action.

A copy of this announcement will be available on AstraZeneca's website at
www.astrazeneca.com.

About AstraZeneca

AstraZeneca is a global, innovation-driven biopharmaceutical business that
focuses on the discovery, development and commercialisation of prescription
medicines, primarily for the treatment of cardiovascular, metabolic,
respiratory, inflammation, autoimmune, oncology, infection and neuroscience
diseases. AstraZeneca operates in over 100 countries and its innovative
medicines are used by millions of patients worldwide. For more information
please visit: www.astrazeneca.com

CONTACTS

Media Enquiries

Esra Erkal-Paler                                          +44 20 7604 8030
(UK/Global)

Ayesha Bharmal                                         +44 20 7604 8034
(UK/Global)

Jacob Lund                                                 +46 8 553 260 20
(Sweden)

Investor Enquiries

Karl Hård                                                    +44 20 7604 8123
mob: +44 7789 654364

Colleen Proctor                                           +1 302 886 1842
mob:  +1 302 357 4882

Anthony Brown                                            +44 20 7604 8067
mob: +44 7585 404943

Jens Lindberg                                              +44 20 7604 8414
mob: +44 7557 319729

Adviser Enquiries

Robey Warshaw:                     Simon Robey                         +44 20
7317 3900

                                                 Simon Warshaw

Evercore Partners:                   Francois Maisonrouge          +1 212 857
3100

Goldman Sachs:                      Karen Cook                           +44 20
7774 1000

                                                  Phil Raper (Corporate Broking)

Morgan Stanley:                        Colm Donlon                         +44
20 7425 8000

                                                  Andrew Foster (Corporate
Broking)

RLM Finsbury:                          Conor McClafferty                 +44 20
7251 3801

Key sources, bases and assumptions

The AstraZeneca forecasts and targets in this announcement are derived from the
AstraZeneca 2013 Long Range Plan for 2014 to 2023 (the "LRP"), the AstraZeneca
papers produced to support the LRP and AstraZeneca papers subsequently produced
as part of the business planning process. AstraZeneca produces a long range plan
annually. The LRP was updated in the last quarter of 2013 and was reviewed by
the Board of Directors in December 2013, and then, following revisions to
reflect the acquisition of BMS' interest in the Diabetes franchise, reviewed by
the Board of Directors in January 2014. The forecasts and targets are based on
AstraZeneca's risk adjusted measures, where applicable.

Peak year sales referred to in this announcement are AstraZeneca management
estimates for the highest annual net sales. Estimates are made based on
customary forecasting methodologies used in the pharmaceutical industry. Many of
the peak year sales occur in years later than 2023, but are consistent with the
plans and projections of the LRP period.

Peak year sales may occur in different years for each NME depending on trial
outcomes, launch dates and exclusivity periods amongst other things. The
aggregation is for the peak year sales of each NME and not for one particular
year. The peak year sales are net sales at nominal values and are undiscounted.

Risk-adjusted peak year sales are non-risk adjusted peak year sales adjusted for
the individual probability of launch of each NME and the probability of success
in further life cycle management trials. Estimates for these probabilities are
based on industry wide data for relevant clinical trials in the pharmaceutical
industry at a similar stage of development.

The development life cycle of pharmaceutical products is such that there is a
range of possible outcomes from clinical development driven by numerous
variables including safety, efficacy and product labelling as well as commercial
factors including the patient population, the competitive environment, pricing
and reimbursement. Accordingly, the actual revenues achieved in due course will
be different, perhaps materially so, from the risk adjusted sales figures in
this announcement and should be considered in this light.

In the case of the calculation of the aggregate risk-adjusted peak year sales
potential of around $23 billion and non risk-adjusted peak year sales of around
$63 billion, they each include each NME and key line extensions currently
identified as in Phase III, Phase II and those in Phase I included in the LRP as
launching before the end of 2023.

The long-term revenue targets in this announcement are consistent with the LRP
for the period 2014-2023 at constant exchange rates, reflecting net sales. They
reflect revenue forecasts adjusted for the individual probability of launch of
each NME and the probability of success in further life cycle management trials.
Estimates for these probabilities are based on industry wide data for relevant
clinical trials in the pharmaceutical industry at a similar stage of
development.

Attention is drawn to the notice set out under the heading Forward Looking
Statements below.

Further Information

Robey Warshaw LLP, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting as financial adviser exclusively for
AstraZeneca and no one else in connection with the matters referred to in this
announcement and will not regard any other person as its client in relation to
the matters referred to in this announcement and will not be responsible to
anyone other than AstraZeneca for providing the protections afforded to clients
of Robey Warshaw LLP, nor for providing advice in relation to the matters
referred to in this announcement.

Evercore Partners International LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as financial
adviser exclusively for AstraZeneca and no one else in connection with the
matters referred to in this announcement and will not regard any other person as
its client in relation to the matters referred to in this announcement and will
not be responsible to anyone other than AstraZeneca for providing the
protections afforded to clients of Evercore Partners International LLP, nor for
providing advice in relation to the matters referred to in this announcement.

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for
AstraZeneca and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than AstraZeneca for
providing the protections afforded to clients of Goldman Sachs International, or
for providing advice in connection with the matters referred to in this
announcement.

Morgan Stanley & Co. International plc, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as financial
adviser to AstraZeneca, and no one else in connection with the matters referred
to in this announcement. In connection with such matters, Morgan Stanley & Co.
International plc, its affiliates and its and their respective directors,
officers, employees and agents will not regard any other person as their client,
nor will they be responsible to any other person other than AstraZeneca for
providing the protections afforded to their clients or for providing advice in
connection with the contents of this announcement or any other matter referred
to herein.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any securities exchange offeror is
first identified. An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities exchange
offeror. A Dealing Disclosure must contain details of the dealing concerned and
of the person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the
business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will be
deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.

Forward-Looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Proposal, and other
information published by AstraZeneca contain statements which are, or may be
deemed to be, "forward-looking statements", including for the purposes of the US
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of AstraZeneca about
future events, and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results expressed or
implied by the forward-looking statements. Often, but not always, forward
-looking statements can be identified by the use of forward-looking words such
as "plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved.  Although AstraZeneca
believes that the expectations reflected in such forward-looking statements are
reasonable, AstraZeneca can give no assurance that such expectations will prove
to be correct.  By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future.  There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward-looking statements.  These factors include the loss or expiration
of patents, marketing exclusivity or trademarks, or the risk of failure to
obtain patent protection; the risk of substantial adverse litigation/government
investigation claims and insufficient insurance coverage; exchange rate
fluctuations; the risk that R&D will not yield new products that achieve
commercial success; the risk that strategic alliances and acquisitions will be
unsuccessful; the impact of competition, price controls and price reductions;
taxation risks; the risk of substantial product liability claims; the impact of
any delays in the manufacturing, distribution and sale of any of AstraZeneca's
products; the impact of any failure by third parties to supply materials or
services; the risk of failure to manage a crisis; the risk of delay to new
product launches; the difficulties of obtaining and maintaining regulatory
approvals for products; the risk of failure to observe ongoing regulatory
oversight; the risk that new products do not perform as AstraZeneca expects; the
risk of environmental liabilities; the risks associated with conducting business
in emerging markets; the risk of reputational damage; the risk of product
counterfeiting; the risk of failure to successfully implement planned cost
reduction measures through productivity initiatives and restructuring
programmes; the risk that regulatory approval processes for biosimilars could
have an adverse effect on future commercial prospects; the impact of failing to
attract and retain key personnel and to successfully engage with AstraZeneca's
employees; and the impact of increasing implementation and enforcement of more
stringent anti-bribery and anti-corruption legislation.  Other unknown or
unpredictable factors could cause actual results to differ materially from those
in the forward-looking statements.  Such forward-looking statements should
therefore be construed in the light of such factors.  Neither AstraZeneca nor
any of its associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement will
actually occur.  You are cautioned not to place undue reliance on these forward
-looking statements.  Other than in accordance with its legal or regulatory
obligations, AstraZeneca is not under any obligation, and AstraZeneca expressly
disclaims any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

19 May 2014

-ENDS-