What was the total cost of the Five Prime acquisition?

The aggregate consideration to be paid by Amgen to complete the Offer and the Merger is approximately $1.9 billion, excluding related transaction fees and expenses.

What happens to Five Prime's stock now?

Following the consummation of the merger, Five Prime's shares will be delisted and will cease to trade on the Nasdaq Global Select Market. Amgen and Five Prime will also take steps to deregister the shares under the Exchange Act.

How were Five Prime's outstanding stock options handled?

Each Five Prime stock option that was unexercised immediately prior to the merger and had an exercise price less than $38.00 per share was cancelled and converted into a cash payment equal to the difference between the offer price ($38.00) and the exercise price, multiplied by the number of shares subject to the option.

What was the percentage of Five Prime shares tendered in the offer?

A total of 40,392,569 Shares were validly tendered and not withdrawn, representing approximately 87.8% of the outstanding Shares as of the offer expiration time.

AMGN 8-K: Acquisitions & Dispositions & Regulation FD

Summary

Amgen Inc. (AMGN) has officially completed its acquisition of Five Prime Therapeutics, Inc., as detailed in their 8-K filing dated April 16, 2021. The acquisition was executed through a tender offer followed by a merger, with Amgen's subsidiary, Franklin Acquisition Sub, Inc., successfully acquiring over 87.8% of Five Prime's outstanding shares at a price of $38.00 per share in cash. This marks a significant strategic move for Amgen, integrating Five Prime's assets and pipeline into its operations. The completion of this transaction, valued at approximately $1.9 billion, will lead to the delisting of Five Prime's common stock from the Nasdaq Global Select Market and its subsequent deregistration under the Exchange Act. Investors should note that this acquisition represents a substantial cash outlay and a potential expansion of Amgen's therapeutic focus, particularly in areas where Five Prime had expertise.

Key Highlights

1Amgen has successfully completed the acquisition of Five Prime Therapeutics, Inc. through a tender offer and subsequent merger.
2The tender offer successfully acquired approximately 87.8% of Five Prime's outstanding shares.
3The acquisition price was $38.00 per share in cash, totaling approximately $1.9 billion before transaction fees.
4Five Prime will become a wholly owned subsidiary of Amgen following the merger.
5Five Prime's common stock will be delisted from the Nasdaq Global Select Market.
6Outstanding Five Prime stock options with an exercise price below the offer price were converted into cash payments.
7Restricted stock awards of Five Prime became fully vested and entitled to the offer price.

AMGEN INC 8-K Report, Acquisition Completed (Apr 16, 2021)

Summary

Key Highlights

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