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.