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Published on 5/2/2007 in the Prospect News Convertibles Daily.

MedImmune says upcoming acquisition makes 1.375%, 1.625% notes convertible

By Angela McDaniels

Seattle, May 2 - MedImmune, Inc. said its 1.375% convertible senior notes due 2011 and 1.625% convertible senior notes due 2013 became convertible on Wednesday under the fundamental change and make-whole fundamental change provisions of the note indentures.

The provisions were triggered by the pending acquisition of the company by AstraZeneca plc, which will occur via a first-step cash tender offer by an AstraZeneca subsidiary for MedImmune's outstanding common stock at $58 per share followed by a second-step cash merger at the same per-share price.

The notes may be surrendered for conversion during the make-whole conversion period, which will end on the later of 30 business days after the close of the acquisition and on the "fundamental change repurchase date" as defined in the note indentures, which MedImmune will announce within 20 business days of the close of the merger.

The merger is expected to close on June 16. If it does, the conversion rate for each $1,000 note surrendered during the make-whole conversion period will be 30.9514 shares of MedImmune common stock for the 1.375% notes and 31.4754 shares for the 1.625% notes.

If merger closes after June 16 but on or before July 15, the conversion rate will decrease by 0.000188 of a share per day for the 1.375% notes and by 0.000052 of a share per day for the 1.625% notes.

If the merger is not closed, the conversion rate for all surrendered notes will revert to the notes' original conversion rate of 29.9679 shares per $1,000 principal amount, which equals a conversion price of $33.36904 per share. The company's stock (Nasdaq: MEDI) closed at $56.82 on Wednesday.

The Gaithersburg, Md.-based pharmaceutical company noted that because the merger is subject to certain conditions, including the successful completion of the first-step tender offer, it cannot be sure when or if the merger will occur.


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