THOUSAND OAKS, Calif.,
Oct. 1, 2013 /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 Onyx
Pharmaceuticals, Inc. (NASDAQ:ONXX) for $125 per share in cash. As announced on
Aug. 25, the purchase price is
$9.7 billion net of estimated
Onyx cash. The tender offer expired at 12:00 midnight
New York City time on Oct. 1, 2013. Amgen expects to complete the
acquisition of Onyx later today through a merger under Section
251(h) of the General Corporation Law of the State of Delaware.
"Amgen's acquisition of Onyx fits perfectly with our commitment
to advancing medicines for cancer patients around the world," said
Robert A. Bradway, chairman and
chief executive officer of Amgen. "We look forward to working
together with the talented staff at Onyx to make the most of our
exciting oncology portfolio and pipeline."
As of the expiration of the tender offer, approximately
57,698,132 shares were validly tendered and not withdrawn in the
tender offer, representing approximately 78.5 percent of Onyx's
outstanding shares, according to the depositary for the tender
offer. The condition to the tender offer that a majority of Onyx's
outstanding shares on a fully-diluted basis be validly tendered and
not withdrawn has been satisfied. As a result, Amgen has accepted
for payment and will promptly pay for all validly tendered
shares.
As a result of the merger planned to be effected later today,
all remaining eligible Onyx shares will be converted into the right
to receive $125 per share in cash,
without interest and less any applicable withholding taxes, the
same price that was paid in the tender offer (eligible shares
exclude those for which holders properly demanded appraisal under
Delaware law and those held by
Amgen or Onyx or their respective wholly owned subsidiaries).
Following completion of the merger, Onyx shares will cease to be
traded on the NASDAQ Global Market, which is expected to take
effect later today.
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 biologics manufacturing 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 the world's
largest independent biotechnology company, 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.
Forward Looking Statements
This news release contains forward-looking statements that are
based on Amgen's current expectations and beliefs and are subject
to a number of risks, uncertainties and assumptions that could
cause actual results to differ materially from those
described. All statements, other than statements of
historical fact, are statements that could be deemed
forward-looking statements, including statements about the planned
completion of the tender offer and the merger, 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 (SEC) reports
filed by Amgen, including Amgen's most recent annual report on Form
10-K and any subsequent periodic reports on Form 10-Q and Form
8-K. Please refer to Amgen's most recent Forms 10-K, 10-Q and
8-K for additional information on the uncertainties and risk
factors related to Amgen's business. Unless otherwise noted,
Amgen is providing this information as of Oct. 1, 2013, and expressly disclaims any duty to
update information contained in this news release.
No forward-looking statement can be guaranteed and actual
results may differ materially from those Amgen projects.
Risks and uncertainties include whether the proposed transaction
described in this press release can be completed in a timely
manner, and whether the anticipated benefits of the proposed
transaction can be achieved. 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 Amgen to
complete clinical trials and obtain regulatory approval for product
marketing has in the past varied and Amgen expects similar
variability in the future. Amgen develops product candidates
internally and through licensing collaborations, partnerships,
joint ventures and acquisitions. Product candidates
that are derived from relationships or acquisitions may be subject
to disputes between the parties or may prove to be not as effective
or as safe as Amgen may have believed at the time of entering into
such relationship. Also, Amgen or others could identify safety,
side effects or manufacturing problems with Amgen's products after
they are on the market. Amgen's business may be impacted by
government investigations, litigation and product liability
claims. If Amgen fails to meet the compliance obligations in
the corporate integrity agreement between Amgen and the U.S.
government, it could become subject to significant
sanctions. Amgen depends on third parties for a significant
portion of its manufacturing capacity for the supply of certain of
its current and future products and limits on supply may constrain
sales of certain of its current products and product candidate
development.
In addition, sales of Amgen's products are affected by the
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 as well as U.S. legislation affecting
pharmaceutical pricing and reimbursement. Government and
others' regulations and reimbursement policies may affect the
development, usage and pricing of Amgen's products. In
addition, Amgen competes with other companies with respect to some
of its marketed products as well as for the discovery and
development of new products. Amgen believes that some of its
newer products, product candidates or new indications for existing
products, may face competition when and as they are approved and
marketed. Amgen's products may compete against products that have
lower prices, established reimbursement, superior performance, are
easier to administer, or that are otherwise competitive with its
products. In addition, while Amgen routinely obtains patents
for its products and technology, the protection offered by its
patents and patent applications may be challenged, invalidated or
circumvented by its competitors and there can be no guarantee of
Amgen's ability to obtain or maintain patent protection for its
products or product candidates. Amgen cannot guarantee that
it will be able to produce commercially successful products or
maintain the commercial success of its existing products.
Amgen's stock price may be affected by actual or perceived market
opportunity, competitive position, and success or failure of its
products or product candidates. Further, the discovery of
significant problems with a product similar to one of Amgen's
products that implicate an entire class of products could have a
material adverse effect on sales of the affected products and on
Amgen's business and results of operations.
CONTACT: Amgen, Thousand
Oaks
Christine Regan, 805-447-5476
(media)
Arvind Sood, 805-447-1060
(investors)
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SOURCE Amgen