THOUSAND OAKS, Calif.,
March 6, 2018 /PRNewswire/ -- Amgen
(NASDAQ:AMGN) today announced the preliminary results of its
modified Dutch auction tender offer, which expired at 12:00
Midnight, New York City time, at
the end of March 5, 2018.
Based on the preliminary count by American Stock Transfer &
Trust Company, LLC, the depositary for the tender offer, a total of
54,297,698 shares of Amgen's common stock, $0.0001 par value per share, were properly
tendered and not properly withdrawn at or below the purchase price
of $192 per share, including
33,745,174 shares that were tendered by notice of guaranteed
delivery. Amgen has been informed by the depositary that the
preliminary proration factor for the tender offer is approximately
95.9 percent.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the depositary, Amgen expects
to acquire approximately 52.1 million shares of its common stock at
a price of $192 per share, for an
aggregate cost of approximately $10
billion, excluding fees and expenses relating to the tender
offer. These shares represent approximately 7.2 percent of the
shares outstanding.
The number of shares to be purchased and the purchase price are
preliminary and subject to change. The preliminary information
contained in this press release is subject to confirmation by the
depositary and is based on the assumption that all shares tendered
through notice of guaranteed delivery will be delivered within the
two trading day settlement period. The final number of shares to be
purchased and the final purchase price will be announced following
the expiration of the guaranteed delivery period and completion by
the depositary of the confirmation process. Payment for the shares
accepted for purchase under the tender offer, and return of all
other shares tendered and not purchased, will occur promptly
thereafter.
BofA Merrill Lynch and Morgan Stanley acted as dealer managers
for the tender offer. Stockholders who have questions or would like
additional information about the tender offer may contact the
information agent for the tender offer, D.F. King & Co., Inc.
toll-free at (877) 864-5059.
About Amgen
Amgen is committed to unlocking the potential of biology for
patients suffering from serious illnesses by discovering,
developing, manufacturing and delivering innovative human
therapeutics. This approach begins by using tools like advanced
human genetics to unravel the complexities of disease and
understand the fundamentals of human biology.
Amgen focuses on areas of high unmet medical need and leverages
its expertise to strive for solutions that improve health outcomes
and dramatically improve people's lives. A biotechnology pioneer
since 1980, Amgen has grown to be one of the world's leading
independent biotechnology companies, has reached millions of
patients around the world and is developing a pipeline of medicines
with breakaway potential.
Forward-Looking Statements
This news release contains
forward-looking statements that are based on the current
expectations and beliefs of Amgen. All statements, other than
statements of historical fact, are statements that could be deemed
forward-looking statements, including estimates of revenues,
operating margins, capital expenditures, cash, other financial
metrics, expected legal, arbitration, political, regulatory or
clinical results or practices, customer and prescriber patterns or
practices, reimbursement activities and outcomes and other such
estimates and results. Forward-looking statements involve
significant risks and uncertainties, including those discussed
below and more fully described in the Securities and Exchange
Commission reports filed by Amgen, including our most recent annual
report on Form 10-K and any subsequent periodic reports on Form
10-Q and Form 8-K. Unless otherwise noted, Amgen is providing this
information as of the date of this news release and does not
undertake any obligation to update any forward-looking statements
contained in this document as a result of new information, future
events or otherwise.
No forward-looking statement can be guaranteed and actual
results may differ materially from those we project. Our results
may be affected by our ability to successfully market both new and
existing products domestically and internationally, clinical and
regulatory developments involving current and future products,
sales growth of recently launched products, competition from other
products including biosimilars, difficulties or delays in
manufacturing our products and global economic conditions. In
addition, sales of our products are affected by pricing pressure,
political and public scrutiny and reimbursement policies imposed by
third-party payers, including governments, private insurance plans
and managed care providers and may be affected by regulatory,
clinical and guideline developments and domestic and international
trends toward managed care and healthcare cost containment.
Furthermore, our research, testing, pricing, marketing and other
operations are subject to extensive regulation by domestic and
foreign government regulatory authorities. We or others could
identify safety, side effects or manufacturing problems with our
products, including our devices, after they are on the market. Our
business may be impacted by government investigations, litigation
and product liability claims. In addition, our business may be
impacted by the adoption of new tax legislation or exposure to
additional tax liabilities. If we fail to meet the compliance
obligations in the corporate integrity agreement between us and the
U.S. government, we could become subject to significant sanctions.
Further, while we routinely obtain patents for our products and
technology, the protection offered by our patents and patent
applications may be challenged, invalidated or circumvented by our
competitors, or we may fail to prevail in present and future
intellectual property litigation. We perform a substantial amount
of our commercial manufacturing activities at a few key facilities,
including in Puerto Rico, and also
depend on third parties for a portion of our manufacturing
activities, and limits on supply may constrain sales of certain of
our current products and product candidate development. In
addition, we compete with other companies with respect to many of
our marketed products as well as for the discovery and development
of new products. Discovery or identification of new product
candidates cannot be guaranteed and movement from concept to
product is uncertain; consequently, there can be no guarantee that
any particular product candidate will be successful and become a
commercial product. Further, some raw materials, medical devices
and component parts for our products are supplied by sole
third-party suppliers. Certain of our distributors, customers and
payers have substantial purchasing leverage in their dealings with
us. The discovery of significant problems with a product similar to
one of our products that implicate an entire class of products
could have a material adverse effect on sales of the affected
products and on our business and results of operations. Our efforts
to acquire other companies or products and to integrate the
operations of companies we have acquired may not be successful. A
breakdown, cyberattack or information security breach could
compromise the confidentiality, integrity and availability of our
systems and our data. Our stock price is volatile and may be
affected by a number of events. Our business performance could
affect or limit the ability of our Board of Directors to declare a
dividend or our ability to pay a dividend or repurchase our common
stock. We may not be able to access the capital and credit markets
on terms that are favorable to us, or at all.
CONTACT: Amgen, Thousand
Oaks
Trish Hawkins, 805-447-5631
(Media)
Arvind Sood, 805-447-1060
(Investors)
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SOURCE Amgen