Summary
Amgen Inc. announced on August 25, 2019, a significant definitive agreement to acquire the worldwide rights to OTEZLA® (apremilast) from Celgene Corporation for $13.4 billion in cash. This acquisition is a strategic move by Amgen to expand its portfolio in chronic inflammatory diseases and is contingent upon the successful completion of the Bristol-Myers Squibb (BMS) acquisition of Celgene. Amgen intends to fund this substantial acquisition using its existing cash reserves. The transaction includes the acquisition of key assets related to the OTEZLA business, such as intellectual property, inventory, and clinical trial data, as well as the assumption of certain liabilities. Amgen will also absorb employees primarily dedicated to the OTEZLA business. The deal is subject to customary closing conditions, including regulatory approvals from the FTC and the completion of the BMS-Celgene merger, with an anticipated closing following these conditions. This acquisition represents a major investment for Amgen, aiming to integrate a leading oral, non-biologic treatment for chronic inflammatory diseases into its existing therapeutic areas. Investors should monitor the progress of the BMS-Celgene merger and regulatory approvals as key determinants for the completion of this transaction.
Key Highlights
- 1Amgen Inc. entered into an Asset Purchase Agreement (APA) to acquire worldwide rights to OTEZLA® (apremilast) from Celgene Corporation.
- 2The total purchase price for OTEZLA® is $13.4 billion in cash, with an estimated net cost of $11.2 billion after tax benefits.
- 3Amgen plans to fund the acquisition using its current balance sheet cash.
- 4The acquisition is a divestiture by Celgene, required as part of Bristol-Myers Squibb's (BMS) pending acquisition of Celgene.
- 5The transaction is contingent upon the successful completion of the BMS-Celgene merger and regulatory approvals, including from the FTC.
- 6Amgen will acquire assets and assume liabilities primarily related to the OTEZLA® business and will transfer associated employees.
- 7Bristol-Myers Squibb has provided an Irrevocable Guarantee to ensure Celgene's performance obligations under the APA.