THOUSAND OAKS, Calif.,
June 12, 2019 /PRNewswire/ --
The Offer is not being made, and this press release may not
be distributed, directly or indirectly, in or into, nor will any
tender of shares be accepted from or on behalf of holders in,
Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa, or any other jurisdiction in which the making of the
Offer, the distribution of this press release or the acceptance of
any tender of shares would contravene applicable laws or
regulations or require further offer documents, filings or other
measures in addition to those required under Swedish law.
Shareholders in the United
States should refer to the section entitled "Important
Information to U.S. Shareholders" at the end of this press
release.
On 22 May 2019 at 08:00 CEST, Amgen Inc. ("Amgen")
(NASDAQ:AMGN) announced a recommended public cash offer to the
shareholders of Nuevolution AB (publ) ("Nuevolution") to
tender all their shares in Nuevolution to Amgen (the
"Offer") for SEK 32.50 per
share in cash (the "Offer Price").(1)
Nuevolution's shares are listed on Nasdaq Stockholm, Small Cap.
Amgen has today published the offer document relating to the Offer
(the "Offer Document"), which was approved and registered by
the Swedish Financial Supervisory Authority on 12 June 2019. The Offer Document and the
acceptance form are available at www.amgen.com/amgen/announcement
and www.sebgroup.com/prospectuses. The Offer Document will also be
available in Swedish at the Swedish Financial Supervisory
Authority's website (www.fi.se).
The Offer Document, a pre-printed acceptance form and a
self-addressed envelope will be distributed to shareholders of
Nuevolution whose shares were directly registered with Euroclear
Sweden AB as of 12 June 2019.
Additional copies of the Offer Document and the acceptance form
will be provided free of charge upon request. Such request may be
made to Amgen's receiving agent, SEB Emissioner, by telephone at
+46(0)8-639 2750.
The acceptance period of the Offer commences on 13 June 2019 and expires on 4 July 2019. Settlement is expected to commence
on or around 15 July 2019, subject to
the conditions for completion of the Offer having been fulfilled or
Amgen otherwise deciding to complete the Offer.
Amgen reserves the right to extend the acceptance period and to
postpone the date of settlement. Amgen will announce any extension
of the acceptance period and/or postponement of the settlement by a
press release in accordance with applicable laws and
regulations.
Information about the Offer is made available at:
www.amgen.com/amgen/announcement and
www.sebgroup.com/prospectuses.
For further information, please contact:
Investors: Arvind Sood, Amgen
Inc., +1 805-447-1060.
Media: Trish Hawkins, Amgen
Inc., +1 805-447-5631.
Amgen discloses the information provided herein pursuant to
Nasdaq Stockholm's Takeover Rules. The information was submitted
for publication on 12 June 2019,
15:00 CEST.
Important information
This press release has been
published in Swedish and English.
The Offer, pursuant to the terms and conditions presented in
this press release and the Offer Document, is not being made to
persons whose participation in the Offer requires that any
additional offer document is prepared or registration effected or
that any other measures are taken in addition to those required
under Swedish law.
This press release is not being published in or distributed to
or into and must not be mailed or otherwise distributed or sent in
or into any jurisdiction in which the distribution or offering
would require any such additional measures to be taken or would be
in conflict with any laws or regulations in such jurisdiction.
Persons who receive this press release (including, without
limitation, nominees, trustees and custodians) and are subject to
the laws of any such jurisdiction will need to inform themselves
about, and observe, any applicable restrictions or requirements.
Any failure to do so may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by
applicable law, Amgen disclaims any responsibility or liability for
the violations of any such restrictions by any person. Any
purported acceptance of the Offer resulting directly or indirectly
from a violation of these restrictions may be disregarded.
The Offer is not being made, and will not be made, directly or
indirectly, in or into, Australia,
Canada, Hong Kong, Japan, New
Zealand or South Africa by
use of mail or any other means or instrumentality of interstate or
foreign commerce, or of any facilities of a national securities
exchange, of Australia,
Canada, Hong Kong, Japan, New
Zealand or South Africa.
This includes, but is not limited to facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic transmission. The Offer cannot be accepted and shares
may not be tendered in the Offer by any such use, means,
instrumentality or facility of, or from within Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa or by persons located or resident in Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa. Accordingly, this press release and any
documentation related to the Offer are not being and should not be
mailed or otherwise transmitted, distributed, forwarded or sent in
or into Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa or to any Australian, Canadian, Hong Kong, Japanese, New Zealand or South African persons or any
persons located or resident or with a registered address in
Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa. Banks, brokers, dealers and other nominees holding
shares for persons in Australia,
Canada, Hong Kong, Japan, New
Zealand or South Africa
must not forward this press release or any other documents received
in connection with the Offer to such persons. Amgen will not
deliver any consideration from the Offer into Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa.
Any purported acceptance of the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported acceptance by a person located in Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa or any agent, fiduciary or other intermediate acting
on a non-discretionary basis for a principal giving instructions
from within Australia,
Canada, Hong Kong, Japan, New
Zealand or South Africa
will be invalid and will not be accepted. Each holder of shares
participating in the Offer will represent that it is not an
Australian, Canadian, Hong Kong,
Japanese, New Zealand or South
African person, is not located in Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa and is not participating in such Offer from
Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa and that it is not acting on a non-discretionary
basis for a principal that is an Australian, Canadian, Hong Kong, Japanese, New Zealand or South African person, that is
located in Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa or that is giving an order to participate in such
Offer from Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa.
Notwithstanding the foregoing, Amgen reserves the right to
permit the Offer to be accepted by persons not resident in
Sweden if, in its sole discretion,
Amgen is satisfied that such transaction can be undertaken in
compliance with applicable laws and regulations.
To the extent permissible under applicable law or regulation,
Amgen or its brokers may purchase, or conclude agreements to
purchase, shares in Nuevolution, directly or indirectly, outside of
the scope of the Offer, before, during or after the period in which
the Offer remains open for acceptance. This also applies to other
securities which are directly convertible into, exchangeable for,
or exercisable for Nuevolution shares, such as warrants. These
purchases may be completed via the stock exchange at market prices
or outside the stock exchange at negotiated prices. Any information
on such purchases will be disclosed as required by law or
regulation in Sweden.
Important information to U.S. shareholders
The Offer
described in this press release and the Offer Document is being
made for the shares in Nuevolution, a Swedish company. The Offer is
being made in the United States
pursuant to an exemption from certain U.S. tender offer rules
provided by Rule 14d-1(c) under the U.S. Securities Exchange Act of
1934, as amended (the "U.S. Exchange Act"), in
compliance with Section 14(e) of the U.S. Exchange Act and
otherwise in accordance with the requirements of Swedish law.
Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, the offer timetable, settlement procedures and timing of
payments that are different from those applicable under U.S.
domestic tender offer procedures and laws. It may be difficult for
U.S. shareholders to enforce their rights and any claim arising out
of the U.S. federal securities laws, since Nuevolution is organized
in a non-U.S. jurisdiction, and some or all of its officers and
directors may be residents of a non-U.S. jurisdiction. U.S.
shareholders may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S.
court's judgement. The receipt of cash pursuant to the Offer by
shareholders who are U.S. taxpayers may be a taxable transaction
for U.S. federal income tax purposes and under applicable U.S.
state and local, as well as foreign and other tax laws. Each
shareholder is urged to consult his or her independent professional
adviser regarding the tax consequences of the Offer.
In accordance with normal Swedish practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Amgen and its affiliates or
brokers (acting as agents for Amgen or its affiliates, as
applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly purchase, or arrange to purchase
outside the United States, shares
in Nuevolution that are the subject of the Offer or any securities
that are convertible into, exchangeable for or exercisable for such
shares before or during the period in which the Offer remains open
for acceptance. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. To the extent information about such purchases or
arrangements to purchase is made public in Sweden, such information will be disclosed to
U.S. shareholders of Nuevolution. In addition, the financial
advisors to Amgen may also engage in ordinary course trading
activities in securities of Nuevolution, which may include
purchases or arrangements to purchase such securities.
For purposes of this section "United
States" and "U.S." means the
United States of America (its territories and possessions,
all states of the Unites States of America and the District of Columbia).
Forward-looking statements
This press 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 any statement on the outcome
of the Offer and any resulting transactions, the benefits and
synergies of any such transactions, the potential consequences of
the Offer for those shareholders of Nuevolution who choose not to
accept the Offer, future opportunities for Amgen or Nuevolution and
any 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 do not represent facts and involve significant risks and
uncertainties, including those discussed above and more fully
described in the U.S. Securities and Exchange Commission reports
filed by Amgen, including its most recent annual report on Form
10-K and any subsequent periodic reports on Form 10-Q and current
reports on Form 8-K. Unless otherwise noted, Amgen is providing
this information as of the date of this press release and, unless
required under the Takeover Rules or applicable law, 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 Amgen
projects.
Notes
(1) If Nuevolution pays dividends or
makes any other distributions to shareholders, for which the record
date occurs prior to the settlement of the Offer, the Offer Price
will be reduced accordingly.
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SOURCE Amgen