CAT Catco Reinsurance Opportunities Fund Limited

RNS Number:1936H
Cambridge Antibody Tech Group PLC
07 February 2003


                                          7 February 2003

Not for release, publication or distribution in, into or from Australia, Canada
                                   or Japan.

CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC ("CAT") AND OXFORD GLYCOSCIENCES PLC ("OGS")


                          PROPOSED MERGER OF CAT AND OGS
                            Merger Documents Posted

The Boards of CAT and OGS announce that the documents relating to the
recommended merger of CAT and OGS were posted to shareholders yesterday.

Reasons for the Merger

The key reasons for and benefits of the Merger are detailed in the documents and
are summarised below.  The Merger will help both CAT and OGS to achieve their
strategic goals by creating a leading European biotechnology business with
greater scientific, organisational and financial resources.  In particular, the
Enlarged Group will have:

*                a stronger and broader product portfolio, with two approved
products (HumiraTM and ZavescaTM), seven additional products in clinical trials
and seven pre-clinical products;

*                significantly strengthened core capabilities in R&D by
combining CAT's leading human monoclonal antibody product development expertise
with OGS' oncology drug discovery capabilities and target pool and by increasing
the breadth of the discovery and pre-clinical portfolios;

*                both antibody and small molecule discovery capabilities, as
well as significantly improved scale in product development resulting from the
combination of each Group's strengths in pre-clinical, clinical and regulatory
activities;

*                substantially greater financial strength, increasing the
Enlarged Group's ability to fund product development to later stages, thereby
retaining greater value and reducing the need for additional capital.  Pro-forma
net cash was #260.1 million as at 31 December 2002; and

*                identified cost savings based on the removal of duplicated
activities in the areas of corporate overhead, R&D and real estate, which are
expected to have a cash effect of approximately #10 million in the first full
financial year following completion of the Merger*.  Further savings are
expected to result from a portfolio review to focus R&D expenditure on the
highest quality projects.

Summary of the terms of the Merger

The Merger of CAT and OGS will be effected by way of a scheme of arrangement of
OGS under section 425 of the Companies Act.  The Merger is expected to complete
on 31 March 2003.

*                Upon completion of the Merger, and based on the current issued
share capital of each company, CAT Shareholders will hold approximately 64.3 per
cent. and OGS Shareholders will hold approximately 35.7 per cent. of the issued
share capital of CAT.

*                At the time of the announcement of the Merger, CAT indicated
that it had received non-binding letters of intent to vote in favour of the
resolutions to implement the Merger from Invesco Asset Management Limited and
Fidelity Investments International Limited in respect of a total of 16,021,763
OGS Shares, representing approximately 28.7 per cent. of the issued share
capital of OGS.

Professor Peter Garland, Chairman of CAT, commented,

"The merger of CAT and OGS brings together two of the best funded European
biotechnology businesses in a powerful combination.  The proposed merger will
create a significant European biotechnology company with greatly enhanced scale
and scientific and clinical breadth.  In addition, it represents a major step
towards building an organisation with the resources and capabilities to compete
with the world's leading biopharmaceutical companies.  The merger is being
recommended by the OGS board and we believe that it is in the best interests of
both CAT and OGS shareholders."

Kirk Raab, Chairman of OGS, commented,

"Since announcing the proposed merger with CAT we have been encouraged by the
positive response.  Prior to agreeing the deal we reviewed thoroughly the
various options available to us on the basis of what would deliver the best
returns to shareholders and we determined that a merger with CAT on the proposed
terms was clearly the best way forward."

The Merger is subject to the conditions set out in Part V of the Listing
Particulars posted yesterday, including, amongst other things, the approval of
the Merger by shareholders of both CAT and OGS, the obtaining of relevant
regulatory consents and the sanction of the Scheme by the Court.

                                    - Ends -


Enquiries:


CAT                             Tel: +44 1223 471 471 OGS                              Tel: +44 1235 208 000
Peter Chambre                                         David Ebsworth
John Aston                                            Denis Mulhall
Rowena Gardner

Merrill Lynch                   Tel: +44 20 7628 1000 Goldman Sachs                    Tel: +44 20 7774 1000
Rupert Hill                                           Michael Hill
Andrew Hayes                                          Basil Geoghegan

Cazenove                        Tel: +44 20 7588 2828 Cazenove                         Tel: +44 20 7588 2828
Tony Brampton                                         Julian Cazalet
Louise Littlewood                                     Steve Baldwin

Weber Shandwick Square Mile     Tel: +44 20 7067 0700 Financial Dynamics               Tel: +44 20 7831 3113
Kevin Smith                                           Tim Spratt
Graham Herring                                        Melanie Toyne-Sewell

BMC Communications (US          Tel: +1 212 477 9007  Financial Dynamics (US)          Te1: +1 212 850 5626
Media)                                        ext.17
                                                      Leslie Wolf-Creutzfeldt
Brad Miles                                            Deborah Ardern Jones
                                                    

Trout Group (US Investors)      Tel: +1 212 477 9007 
                                              ext.15
Brandon Lewis

*The expected operating cost savings have been calculated on the basis of the
existing cost and operating structures of the companies and by reference to
current prices and the current regulatory environment. These statements of
estimated cost savings and one-off costs for achieving them relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and other factors. As a result, the cost savings referred to may not be
achieved, or those achieved could be materially different from those estimated.

Dr Donald Drakeman, an OGS Director, is also the Chief Executive Officer of
Medarex, Inc., a competitor of CAT, and has therefore not participated in
decisions of the OGS Board relating to the Merger. Accordingly, he has abstained
from the recommendation by the OGS Board to OGS Shareholders and from entering
into any undertakings regarding voting in favour of the resolutions of the OGS
Court Meeting and the OGS EGM required to implement the Merger. All references
in this announcement to the recommendation of the OGS Board should be read
accordingly.

Merrill Lynch International is acting for CAT and no one else in connection with
the Merger and will not be responsible to anyone other than CAT for providing
the protections afforded to clients of Merrill Lynch International or for
providing advice in relation to the Merger.

Goldman Sachs International is acting for OGS and no one else in connection with
the Merger and will not be responsible to anyone other than OGS for providing
the protections afforded to clients of Goldman Sachs International or for
providing advice in relation to the Merger.

This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction. CAT
Shareholders and OGS Shareholders are advised to read carefully the formal
merger documentation, which is being posted today.

The Listing Particulars being posted today contains the definitions of terms
used in this announcement.

Application of the Safe Harbor of the US Private Securities Litigation Reform
Act of 1995: This announcement contains statements about CAT and OGS that are or
may be forward-looking statements. All statements other than statements of
historical facts included in this announcement may be forward-looking
statements. Any statements preceded or followed by or that include the words "
targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "
anticipates" or similar expressions or the negative thereof are forward-looking
statements. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, economic
performance, financial condition, dividend policy, losses and future prospects;
(ii) future performance in clinical trials of the product candidates that were
developed using CAT's or OGS' technology; (iii) the ability of CAT or OGS and
their respective collaborators to commercialise products; (iv) business and
management strategies and the expansion and growth of CAT's or OGS' operations;
(v) the effects of government regulation on CAT's or OGS' businesses; (vi)
expansion and other development trends of CAT's or OGS' current and future
customers and their industries; (vi) acquisitions, including the timing, nature,
availability, location and significance of those acquisitions; (vii) costs
relating to the integration of the businesses of CAT and OGS; and (viii) cost
savings from the Merger.

These forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of CAT or OGS or industry results, to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding CAT's or OGS' present and future business
strategies and the environment in which CAT and OGS will operate in the future.
Certain factors that could cause CAT's or OGS' results, performance or
achievements to differ materially from those in the forward-looking statements
are described in the "Risk factors" in Part VIII of the Listing Particulars.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.

This announcement is not an offer of New CAT Shares into the United States and
New CAT Shares will not be registered under the Securities Act or any US State
securities laws. CAT intends to issue the New CAT Shares under the Scheme to OGS
Shareholders in reliance upon exemptions from the registration requirements of
the Securities Act and any US State securities laws and, as a consequence, New
CAT Shares to be issued pursuant to the Scheme will not be registered under such
legislation. OGS Shareholders who are or will be "affiliates" (as such term is
defined under Rule 144 of the Securities Act) of OGS prior to, or of CAT after,
the Effective Date will be subject to certain US transfer restrictions relating
to the New CAT Shares received pursuant to the Scheme.

In addition, no steps have been, or will be, taken to enable the New CAT Shares
to be offered in compliance with the applicable securities laws of Canada or
Japan and no prospectus in relation to the New CAT Shares has been, or will be,
lodged with or registered by the Australian Securities and Investments
Commission. Accordingly, the New CAT Shares may not be offered, sold,
transferred, resold, delivered or distributed, directly or indirectly, in or
into or from Canada, Japan or Australia (except in transactions exempt from or
not subject to the registration requirements of the relevant securities laws of
Canada, Japan or Australia).

Both CAT and OGS have equity securities traded on the London Stock Exchange and
NASDAQ. The Panel wishes to draw the attention of those market makers and broker
dealers transacting in the securities of CAT and OGS to certain UK dealing
disclosure requirements during the offer period pertaining to the Merger. The
offer period (in accordance with the City Code, which is published and
administered by the Panel) commenced on 23 January 2003.

The above disclosure requirements are set out in more detail in Rule 8 of the
City Code. In particular, Rule 8 requires public disclosure of dealings during
the offer period by persons who own or control, or who would as a result of any
transaction own or control, one per cent. or more of any class of relevant
securities of the offeror or offeree company. Relevant securities include CAT
Shares, CAT ADSs, instruments convertible into CAT Shares or CAT ADSs, OGS
Shares, OGS ADSs and instruments convertible into OGS Shares or OGS ADSs. This
requirement will apply until the end of the offer period.

Disclosure should be made on an appropriate form by no later than 12 noon London
time on the Business Day following the date of the dealing transaction. These
disclosures should be sent to a Regulatory Information Service.

The Panel requests that those market makers and broker dealers advise those of
their clients who wish to deal in the relevant securities of CAT or OGS, whether
in the United States or in the UK, that they may be affected by these
requirements. If there is any doubt as to their application, the Panel should be
consulted (telephone number: +44 20 7382 9026, fax number +44 20 7638 1554).


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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