THOUSAND OAKS, Calif.,
April 16, 2021 /PRNewswire/ -- Amgen
(NASDAQ:AMGN) today announced that it has successfully completed
its previously announced tender offer to purchase all outstanding
shares of common stock of Five Prime Therapeutics (NASDAQ:FPRX), a
clinical-stage biotechnology company focused on developing
immuno-oncology and targeted cancer therapies, for $38.00 per share in cash. The aggregate
consideration to be paid by Amgen to complete the tender offer and
the subsequent merger is approximately $1.9
billion without giving effect to related transaction fees
and expenses.
"Five Prime fits squarely within Amgen's leading oncology
portfolio and includes bemarituzumab, a Phase 3 trial-ready,
first-in-class program for gastric cancer, the third leading cause
of cancer mortality worldwide," said Robert
A. Bradway, chairman and chief executive officer at Amgen.
"Working with the dedicated professionals joining us from Five
Prime, we plan to quickly move bemarituzumab into a Phase 3 study,
bringing it one step closer to helping patients suffering from
gastric cancer."
Amgen's existing and complementary development capabilities in
metastatic gastric and gastroesophageal junction cancers together
with its biologics manufacturing expertise and global commercial
footprint will help bemarituzumab reach patients in markets such as
Japan, South Korea, and Latin America, where the prevalence of gastric
cancer is high. Amgen will continue to review additional Five Prime
oncology assets for the Amgen pipeline.
As of the expiration of the tender offer, approximately
40,392,569 shares were validly tendered and not properly withdrawn
in the tender offer, representing approximately 87.8% of Five
Prime's outstanding shares, according to the depositary of the
tender offer. The condition to the tender offer that at least one
share more than 50% of Five Prime's issued and outstanding shares
be validly tendered and not properly withdrawn prior to the
expiration of the tender offer has been satisfied. As a result,
Amgen has accepted for payment all such validly tendered shares and
will promptly (and in any event within two business days) pay for
all such validly tendered shares.
Following the completion of the tender offer, Franklin
Acquisition Sub, Inc., a wholly owned subsidiary of Amgen, merged
with and into Five Prime, with Five Prime surviving the merger. As
a result of the merger effected today, all remaining eligible Five
Prime shares have been converted into the right to receive
$38.00 per share in cash, minus any
applicable withholding taxes and without interest, the same price
that was paid in the tender offer (eligible shares exclude those
for which holders properly demanded and perfected appraisal rights
under Delaware law and those held
by Amgen or its wholly owned subsidiaries or Five Prime). Following
completion of the merger, Five Prime shares have ceased trading on
the NASDAQ Global Select Market.
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.
For more information, visit www.amgen.com and follow us on
www.twitter.com/amgen.
Amgen 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 any statements on the
outcome, benefits and synergies of the Five Prime Therapeutics,
Inc. acquisition, as well as 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, effects of
pandemics or other widespread health problems such as the ongoing
COVID-19 pandemic on our business. 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 current reports on 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. Discovery or
identification of new product candidates or development of new
indications for existing products cannot be guaranteed and movement
from concept to product is uncertain; consequently, there can be no
guarantee that any particular product candidate or development of a
new indication for an existing product will be successful and
become a commercial product. Further, preclinical results do not
guarantee safe and effective performance of product candidates in
humans. The complexity of the human body cannot be perfectly, or
sometimes, even adequately modeled by computer or cell culture
systems or animal models. The length of time that it takes for us
to complete clinical trials and obtain regulatory approval for
product marketing has in the past varied and we expect similar
variability in the future. Even when clinical trials are
successful, regulatory authorities may question the sufficiency for
approval of the trial endpoints we have selected. We develop
product candidates internally and through licensing collaborations,
partnerships and joint ventures. Product candidates that are
derived from relationships may be subject to disputes between the
parties or may prove to be not as effective or as safe as we may
have believed at the time of entering into such relationship. Also,
we or others could identify safety, side effects or manufacturing
problems with our products, including our devices, after they are
on the market. There can be no guarantee that we will be able to
realize any of the potential strategic benefits, synergies or
opportunities as a result of the Five Prime acquisition. Nor
can there be any guarantee that bemarituzumab will be submitted or
approved for sale in any market, or at any particular
time. Neither can there be any guarantee that such product
will be successfully commercialized even if regulatory approvals
are obtained. In particular, our expectations could be
affected by, among other things: potential regulatory actions or
delays with respect to the development of bemarituzumab; the
potential that the strategic benefits, synergies or opportunities
expected from the acquisition may not be realized or may take
longer to realize than expected; and the successful integration of
Five Prime into Amgen subsequent to the closing of the
transaction and the timing of such integration.
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. 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. An outbreak of disease or similar public
health threat, such as COVID-19, and the public and governmental
effort to mitigate against the spread of such disease, could have a
significant adverse effect on the supply of materials for our
manufacturing activities, the distribution of our products, the
commercialization of our product candidates, and our clinical trial
operations, and any such events may have a material adverse effect
on our product development, product sales, business and results of
operations. We rely on collaborations with third parties for the
development of some of our product candidates and for the
commercialization and sales of some of our commercial products. 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. 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 collaborate
with or acquire other companies, products or technology, and to
integrate the operations of companies or to support the products or
technology 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. Global economic conditions may magnify certain risks
that affect our business. 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
Megan Fox,
805-447-1423 (media)
Arvind Sood, 805-447-1060
(investors)
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SOURCE Amgen
