FORM 6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of October 2021
Commission
File Number: 001-11960
AstraZeneca PLC
1
Francis Crick Avenue
Cambridge
Biomedical Campus
Cambridge
CB2 0AA
United
Kingdom
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F X Form 40-F __
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ______
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes __
No X
If
“Yes” is marked, indicate below the file number
assigned to the Registrant in connection with Rule 12g3-2(b):
82-_____________
AstraZeneca PLC
INDEX
TO EXHIBITS
1.
AZ
recommends ADS holders reject mini-tender offer
18 October 2021 07:00 BST
AstraZeneca recommends shareholders reject 'Mini-Tender' Offer by
TRC Capital Investment Corporation
AstraZeneca PLC (AstraZeneca) (NASDAQ: AZN) announced today that it
has received notification of an unsolicited 'mini-tender' offer to
holders of American Depositary Shares (ADSs) in AstraZeneca by TRC
Capital Investment Corporation of Toronto, Canada (TRC Capital).
The offer documentation indicates that TRC Capital offers to
purchase up to 2,000,000 ADSs, equivalent to approximately 0.06% of
the outstanding Ordinary Shares in AstraZeneca, at a price of
$57.88 per ADS in cash. TRC Capital's offer price is 4.5% less than
the closing price per share of an ADS on the Nasdaq Stock Market on
October 8, 2021, the last trading day before the mini-tender offer
commenced.
AstraZeneca does not in any way recommend or endorse the TRC
Capital offer and recommends that shareholders reject the offer
because the offer price is below the market price for ADSs
immediately prior to this announcement.
Shareholders are advised that TRC Capital has reserved the right to
delay payment for ADSs tendered, to withdraw its offer at any time
and to amend its offer in any respect. TRC Capital may also
decline to purchase ADSs tendered if any one of numerous conditions
is not satisfied, including receipt by TRC Capital, on terms
satisfactory to TRC Capital, of financing necessary to complete the
offer or if there is any decrease in the market price of the
AstraZeneca ADSs.
AstraZeneca shareholders who have already tendered their ADSs are
advised that they may withdraw their shares by providing the
written notice of withdrawal as described in the TRC Capital offer
documentation prior to 12:01 a.m., New York City time, on November
9, 2021.
TRC Capital over the past several years has made numerous
unsolicited 'mini-tender' offers for other companies' shares.
Neither AstraZeneca nor any of its directors or officers is
affiliated with TRC Capital.
'Mini-tender' offers are offers to purchase less than five percent
of a company's outstanding shares, thereby avoiding many of the
filing, disclosure and procedural requirements of the United States
Securities and Exchange Commission (SEC). 'Mini-tender'
offers do not therefore provide investors with the same level of
protection as provided by larger tender offers under United States
securities laws. The SEC has cautioned investors about
mini-tender offers noting that "some bidders make mini-tender
offers at below-market prices, hoping that they will catch
investors off guard if the investors do not compare the offer price
to the current market price." The SEC also published investor tips
regarding these offers on its website at: http://www.sec.gov/investor/pubs/minitend.htm.
AstraZeneca advises shareholders to obtain current market
quotations for their ADSs, to consult with their investment
advisors and to exercise caution with respect to this 'mini-tender'
offer.
AstraZeneca encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosures on the SEC's
website at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
AstraZeneca requests that a copy of this announcement be included
with all distributions of materials relating to TRC's mini-tender
offer.
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led
biopharmaceutical company that focuses on the discovery,
development, and commercialisation of prescription medicines in
Oncology, Rare Diseases, and BioPharmaceuticals, including
Cardiovascular, Renal & Metabolism, and Respiratory &
Immunology. Based in Cambridge, UK, AstraZeneca operates in over
100 countries and its innovative medicines are used by millions of
patients worldwide. Please visit astrazeneca.com and
follow the Company on Twitter @AstraZeneca.
Contacts
For details on how to contact the Investor Relations Team, please
click here.
For Media contacts, click here.
Adrian Kemp
Company Secretary
AstraZeneca PLC
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date:
18 October 2021
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By: /s/
Adrian Kemp
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Name:
Adrian Kemp
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Title:
Company Secretary
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