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

This 8-K filing announces the successful completion of Amgen's tender offer and subsequent merger with Onyx Pharmaceuticals, Inc. It confirms that the conditions for the acquisition have been met and that Onyx is now a wholly owned subsidiary of Amgen.

How was the acquisition of Onyx Pharmaceuticals financed?

The acquisition was financed using Amgen's available cash resources, supplemented by $5.0 billion from its Term Loan Credit Facility Agreement and $3.1 billion from its Master Repurchase Agreement. This indicates a significant use of debt to fund the transaction.

What percentage of Onyx Pharmaceuticals shares did Amgen acquire?

Amgen acquired approximately 78.5% of Onyx Pharmaceuticals' outstanding shares through the tender offer. An additional 9.8% of shares were submitted through Notices of Guaranteed Delivery.

Will Amgen shareholders need to approve this acquisition?

Based on the filing, the merger was consummated under Section 251(h) of the Delaware General Corporation Law, which allows for a short-form merger without a separate stockholder vote if a certain ownership threshold (achieved through the tender offer) is met. Therefore, a separate shareholder vote was not required.

AMGN 8-K: Acquisitions & Dispositions & Financial Events

Summary

Amgen Inc. (AMGN) has officially completed its acquisition of Onyx Pharmaceuticals, Inc. following the successful expiration of its tender offer on October 1, 2013. The company announced that approximately 78.5% of Onyx's outstanding shares were tendered and accepted for payment, satisfying a key condition for the merger. Following the tender offer, Amgen proceeded with a merger under Delaware law, making Onyx a wholly owned subsidiary of Amgen. This significant acquisition was financed through a combination of Amgen's existing cash reserves and substantial debt financing, including a $5.0 billion term loan and a $3.1 billion master repurchase agreement. Investors should note that this transaction marks a major strategic move for Amgen, likely aimed at bolstering its oncology pipeline and expanding its product portfolio.

Key Highlights

1Amgen Inc. successfully completed its tender offer for Onyx Pharmaceuticals, Inc. on October 1, 2013.
2Approximately 78.5% of Onyx's outstanding shares were tendered and accepted, exceeding the minimum requirement.
3The tender offer was followed by a merger, making Onyx Pharmaceuticals a wholly owned subsidiary of Amgen.
4The acquisition was financed through a mix of Amgen's cash and significant debt facilities totaling $8.1 billion.
5The merger did not require a separate stockholder vote due to the successful tender offer and Delaware's Section 251(h) merger provisions.
6Amgen announced the completion via a press release filed as an exhibit to this 8-K.

AMGEN INC 8-K Report, Acquisition Completed (Oct 1, 2013)

Summary

Key Highlights

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