8-KMaterial AgreementsFinancial EventsOther Events+1

AMGEN INC 8-K Report, Material Agreement (Aug 26, 2013)

Filed August 26, 2013For Securities:AMGN

Summary

Amgen Inc. (AMGN) announced on August 26, 2013, that it has entered into a definitive Agreement and Plan of Merger to acquire Onyx Pharmaceuticals, Inc. The transaction will be structured as a tender offer, with Amgen commencing an offer to purchase all outstanding shares of Onyx for $125.00 per share in cash. This represents a significant strategic move by Amgen to expand its oncology portfolio and market presence. The acquisition is not subject to a financing condition, as Amgen has secured committed financing through a senior unsecured term loan facility of up to $5.0 billion and potential bridge facilities of up to $500.0 million and $5.0 billion, respectively. Additionally, Amgen has entered into a Master Repurchase Agreement to raise $3.1 billion in cash, which is expected to be used to fund the tender offer. The transaction is subject to customary closing conditions, including antitrust approvals.

Key Highlights

  • 1Amgen enters into a definitive Agreement and Plan of Merger with Onyx Pharmaceuticals.
  • 2Amgen will commence a tender offer to acquire all outstanding Onyx shares for $125.00 per share in cash.
  • 3The acquisition is designed to enhance Amgen's oncology business.
  • 4The transaction is not subject to a financing condition for Amgen.
  • 5Committed financing includes a $5.0 billion senior unsecured term loan facility and potential bridge facilities.
  • 6Amgen has arranged a $3.1 billion Master Repurchase Agreement to help fund the tender offer.
  • 7The deal requires customary closing conditions, including regulatory approvals such as HSR.

Frequently Asked Questions

The total value of the acquisition is based on the offer price of $125.00 per share in cash for all outstanding shares of Onyx Pharmaceuticals. The exact total transaction value would depend on the total number of Onyx shares outstanding at the time of the tender offer, which is not explicitly stated in this filing.

Amgen has secured committed financing for the acquisition through a combination of debt facilities. This includes a senior unsecured term loan facility of up to $5.0 billion and potential senior unsecured bridge facilities of up to $500.0 million and $5.0 billion. Additionally, Amgen has entered into a Master Repurchase Agreement for $3.1 billion in cash, which is intended to be used for the tender offer.

The tender offer is contingent upon a minimum number of Onyx shares being tendered (more than 50% of outstanding shares, considering potential dilutive securities). Other customary conditions include the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other standard closing conditions. The subsequent merger is expected to occur promptly after the tender offer closes.

Amgen's board of directors has approved the transaction. For Onyx, its board has unanimously recommended that stockholders accept the offer. The subsequent merger, if the tender offer is successful, will be conducted under Section 251(h) of Delaware law, which generally does not require a separate stockholder vote for the surviving entity.