Summary
Amgen Inc. (AMGN) announced on March 29, 2004, a significant strategic move: the acquisition of Tularik Inc. through a stock merger. This transaction, detailed in an Agreement and Plan of Merger dated March 28, 2004, positions Amgen to expand its capabilities, likely through Tularik's research and development assets. The deal involves Amgen subsidiary Arrow Acquisition, LLC merging with and into Tularik, with Tularik surviving as a wholly-owned subsidiary. Investors should note that the acquisition is structured as a stock-for-stock exchange. Each Tularik share will be converted into Amgen common stock, with the exchange ratio determined by Amgen's stock price over a specified period leading up to the merger's closing. This structure aims for tax-free reorganization treatment under the Internal Revenue Code. The deal is subject to customary closing conditions, including Tularik stockholder approval and antitrust clearance under the Hart-Scott-Rodino Act.
Key Highlights
- 1Amgen Inc. to acquire Tularik Inc. via a stock merger.
- 2The transaction is structured as a merger between Amgen's subsidiary (Merger Sub) and Tularik.
- 3Tularik stockholders will receive Amgen common stock in exchange for their Tularik shares.
- 4The exchange ratio for the stock-for-stock deal will be based on Amgen's average closing stock price over a ten-day trading period prior to closing.
- 5The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
- 6Certain Tularik stockholders, representing approximately 5% of outstanding shares, have agreed to vote in favor of the merger through a Stockholder Voting Agreement.
- 7The acquisition is subject to Tularik stockholder approval and expiration of the Hart-Scott-Rodino antitrust waiting period.