What is the primary purpose of this 8-K filing?

This 8-K filing primarily serves to update investors on the status of Amgen's proposed acquisition of Immunex Corporation. It confirms that both companies' stockholders have approved the deal and provides details on the pending regulatory review, specifically mentioning a 'second request' from the FTC.

What is the value and structure of the proposed acquisition of Immunex?

The acquisition of Immunex by Amgen is valued at approximately $2.49 billion. For each share of Immunex common stock, shareholders will receive 0.44 shares of Amgen common stock and $4.50 in cash. This transaction also includes the assumption of Immunex stock options by Amgen.

Are there any obstacles to completing the acquisition?

Yes, the primary obstacle is regulatory approval. Amgen and Immunex have received a 'second request' for additional information from the Federal Trade Commission (FTC) under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. This request extends the waiting period, meaning the FTC is conducting a more in-depth review of the transaction's antitrust implications.

What financial information is provided in this filing?

The filing includes Amgen's pro forma condensed combining financial statements (balance sheet and statements of operations) as of March 31, 2002, and for the year ended December 31, 2001, and the three months ended March 31, 2002. It also contains Immunex's audited consolidated financial statements for recent periods and pro forma ratios of earnings to fixed charges.

AMGN 8-K SEC Disclosure

Summary

Amgen Inc. (AMGN) filed this Form 8-K on May 22, 2002, to report on the ongoing proposed acquisition of Immunex Corporation. The filing confirms that both Amgen and Immunex stockholders approved their respective acquisition-related proposals on May 16, 2002. The transaction, valued at approximately $2.49 billion in cash and Amgen stock, is proceeding, though it is subject to antitrust review. Specifically, Amgen and Immunex have received a 'second request' for additional information from the Federal Trade Commission (FTC) under the Hart-Scott-Rodino (HSR) Act, which extends the waiting period for regulatory approval. If completed, the acquisition will result in Immunex shareholders owning approximately 19% of Amgen's outstanding common stock, receiving a combination of Amgen shares (0.44 per Immunex share) and $4.50 in cash per Immunex share. Outstanding Immunex stock options will be assumed by Amgen. The filing also includes various pro forma financial statements and ratios, presenting the combined financial picture of Amgen and Immunex as of and for the periods ending March 31, 2002, and December 31, 2001, alongside Immunex's audited financial statements.

Key Highlights

1Amgen and Immunex stockholders have approved the acquisition proposals, marking a significant step towards closing the deal.
2The proposed acquisition of Immunex by Amgen is valued at approximately $2.49 billion.
3Immunex shareholders will receive 0.44 shares of Amgen common stock and $4.50 in cash for each share of Immunex common stock.
4Upon completion, Immunex shareholders are expected to own approximately 19% of Amgen's outstanding common stock.
5Regulatory approval is pending, with Amgen and Immunex having received a 'second request' for additional information from the FTC, extending the HSR Act waiting period.
6Outstanding Immunex stock options will be assumed by Amgen.
7The filing includes pro forma financial statements and ratios, providing a combined financial outlook for Amgen and Immunex.

AMGEN INC 8-K Report (May 22, 2002)

Summary

Key Highlights

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