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2014-05-20

AstraZeneca: Clarification regarding Pfizer statement

AstraZeneca PLC ("AstraZeneca") notes the announcement made by Pfizer
Inc. ("Pfizer") dated 19 May 2014 seeking to clarify certain matters
set out in its announcement on 18 May 2014 which set out its final
proposal to AstraZeneca (the "Final Proposal Announcement").

Following some questions from shareholders, AstraZeneca wishes to make
clear the following points:

· Despite AstraZeneca indicating the price and other bases on which
it would have been prepared to recommend an offer by Pfizer, Pfizer
at its sole election and without prior discussion with AstraZeneca,
has in its Final Proposal Announcement stated:

· That its proposal is final;
· That it will not make a hostile offer; and
· That it will only announce a firm offer with the recommendation
of the AstraZeneca Board.

· In the context of such decisions made by Pfizer, under Takeover
Panel rules:

In the period up to 5.00 p.m. on 26 May 20141 (the "PUSU Deadline")

Pfizer:

· Must either announce a recommended firm offer or make a statement
that it does not intend to make an offer for AstraZeneca.

· Is not permitted (absent the announcement of a higher competing
offer by a third party) to announce, even with the consent or
recommendation of the Board of AstraZeneca, a firm offer for
AstraZeneca unless such offer is on terms no higher than set out in
Pfizer's Final Proposal Announcement representing an indicative value
of £55.00 per share.

· Cannot announce a firm offer without the clear recommendation of
the AstraZeneca Board regarding the price and other terms of the
offer.

· Cannot, even with the consent or recommendation of the Board of
AstraZeneca, commit to an increase in price (or suggest that it may
do so publicly or privately), even if such increase would take effect
after the expiry of the PUSU Deadline.

In the period following the expiry of the PUSU Deadline

· Pfizer will not be able to announce an offer for AstraZeneca or
take other steps referred to in Rule 2.8 of the Takeover Code with
respect to an offer for AstraZeneca, for a period of 6 months, other
than in the circumstances set out in Note 2 of that rule.

· Accordingly, the only proposal before the Board of AstraZeneca is
that set out in the Final Proposal Announcement. There is no
possibility of any proposal at a price higher than set out in
Pfizer's Final Proposal Announcement representing an indicative value
of £55.00 per share being made prior to the PUSU Deadline, even with
the consent or recommendation of the Board of AstraZeneca, absent the
announcement of a higher competing offer by a third party.

· As set out in AstraZeneca's announcement dated 19 May 2014, the
Board of AstraZeneca, after engaging with Pfizer and careful
deliberation, clearly rejected Pfizer's final proposal.

Leif Johansson, Chairman of AstraZeneca said: "We have decided that it
is necessary to issue a statement to make absolutely clear that
Pfizer's final proposal, which the Board rejected, is not capable
under the Takeover Panel rules of being increased or even suggested
at being increased, privately or publicly, with or without the
Board's approval or recommendation2. This restriction that prevents
further negotiation on value is a consequence of Pfizer's actions.
The Board has made clear in its statement of 19 May 2014 that it is
not in the interests of AstraZeneca shareholders to recommend an
offer unless the value of the company and its protected delivery to
shareholders is properly represented by the amount and terms of the
offer."

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. Shareholders are strongly advised to take no action.

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

1. Or such later date as the Panel may agree at AstraZeneca's
request.

2. In the period prior to the expiry of the PUSU deadline, absent a
higher competing offer by a third party and absent the limited
circumstances outlined in Pfizer's Final Proposal Announcement.

- ENDS -

NOTES TO EDITORS

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

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

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
...

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