Governance News from Manifest - ISSN 1745 - 1132

Shareholders in MedImmune have filed a class action lawsuit over the US biotechnology group’s proposed takeover by AstraZeneca.

The suit accuses MedImmune and its directors of, instead of attempting to obtain the highest value reasonably available for the company’s shareholders, making a substantial effort to fit the deal to the specific needs of AstraZeneca.

MedImmune’s directors, the suit alleges, pursued an “unlawful plan to squeeze out MedImmune’s public stockholders for grossly inadequate consideration”. In doing this, the suit contends, the defendants breached their fiduciary duties of loyalty, due care, independence, candour, good faith and fair dealing.

The class action is seeking to have the merger agreement declared invalid.

MedImmune said the claims are without merit.

June 2007