Ardea Biosciences, Inc./DE

On April 21, 2012, the Company entered into an agreement and plan of merger with Zeneca Inc., a subsidiary of AstraZeneca PLC (“AstraZeneca,”) and QAM Corp., a subsidiary of Zeneca, Inc., pursuant to which AstraZeneca will acquire the Company for $32 per share in cash, which represents a total transaction value of approximately $1.26 billion. Pursuant to the terms of the Merger Agreement, QAM Corp. will merge with and into the Company, and the Company will continue as the surviving corporation and as a wholly owned subsidiary of Zeneca. The Merger Agreement contains customary representations, warranties and covenants, including covenants obligating the Company to continue to conduct its business in the ordinary course. The Merger Agreement also contains certain termination rights in favor of each the Company and AstraZeneca, including under certain circumstances, the requirement for the Company to pay AstraZeneca a termination fee of $41.0 million. The boards of directors of the Company and AstraZeneca have unanimously approved the Merger Agreement and the transactions contemplated thereby. The completion of the merger is subject to various customary conditions, including the approval of the Company’s stockholders, and the Company expects to complete the merger in the second or third quarter of 2012.

On April 21, 2012, the Company, Zeneca Inc., a subsidiary of AstraZeneca PLC, and QAM Corp., a Delaware corporation and a wholly owned subsidiary of Zeneca Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, and the Company will continue as the surviving corporation and as a wholly owned subsidiary of AstraZeneca (the “Merger”). The boards of directors of the Company and AstraZeneca have unanimously approved the Merger Agreement and the transactions contemplated thereby.

Sub or any wholly owned subsidiary of the Company or of AstraZeneca, or any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law, will be canceled and converted into the right to receive $32.00 in cash, without interest (the “Per Share Merger Price”). In addition, at the Effective Time (i) each outstanding Company stock option will fully vest and the holder thereof will be entitled to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of the excess, if any, of the Per Share Merger Price over the exercise price of such option and the number of shares of Company common stock underlying such option, (ii) each outstanding Company warrant will be treated in accordance with the terms of the Merger Agreement, and (iii) each outstanding Company restricted stock award will fully vest and the holder thereof will be entitled to receive an amount in cash, without interest and less the amount of any tax withholding, equal to the product of the Per Share Merger Price and the number of shares of Company common stock subject to such restricted stock award.

The Merger Agreement contains certain termination rights in favor of each of the Company and AstraZeneca, including each party’s right to terminate the Merger Agreement if, among other things, the Merger is not completed by November 30, 2012 or the approval of the stockholders of the Company is not obtained. In addition, the Merger Agreement provides that in connection with certain terminations of the Merger Agreement, depending on the circumstances surrounding the termination, the Company will be required to pay AstraZeneca a termination fee of $41.0 million. The Company’s obligation to pay AstraZeneca the termination fee will apply if the Company enters into an agreement within 12 months of certain terminations providing for a third party to acquire the Company.

The Merger Agreement contains provisions that make it difficult for us to entertain a third-party proposal for an acquisition of the Company. These provisions include the general prohibition on our soliciting or engaging in discussions or negotiations regarding any alternative acquisition proposal, the requirement that we pay a termination fee of $41.0 million to AstraZeneca if the Merger Agreement is terminated in specified circumstances, and the requirement that we submit the proposal to adopt the Merger Agreement to a vote of our stockholders, even if our board of directors changes its recommendation with respect to such proposal.