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AMGEN INC 8-K Report, Material Agreement (Jul 27, 2021)

Filed July 27, 2021For Securities:AMGN

Summary

Amgen Inc. announced on July 27, 2021, that it has entered into an Agreement and Plan of Merger to acquire Teneobio, Inc. The acquisition involves an initial cash payment of $900 million at closing, with potential future contingent milestone payments totaling up to $1.6 billion. This strategic move is designed to enhance Amgen's pipeline, particularly in the area of bispecific antibody therapeutics, which are crucial for developing novel treatments for various diseases, including cancer. The transaction is subject to customary closing conditions, including regulatory approvals and the satisfaction of specific conditions related to Teneobio's corporate restructuring and the spin-off of certain subsidiaries. Notably, AbbVie will acquire TeneoOne, an affiliate of Teneobio, along with a specific antibody therapeutic. This acquisition underscores Amgen's commitment to expanding its therapeutic offerings through targeted M&A activities, aiming to bring innovative treatments to patients.

Key Highlights

  • 1Amgen to acquire Teneobio, Inc. for an initial cash payment of $900 million.
  • 2Potential for up to $1.6 billion in future contingent milestone payments.
  • 3Teneobio's pipeline focuses on bispecific antibody therapeutics.
  • 4Transaction includes customary representations, warranties, and indemnification provisions.
  • 5Certain Teneobio subsidiaries will be spun out to Teneobio's equity holders prior to closing.
  • 6AbbVie to acquire TeneoOne and a specific antibody therapeutic (TNB-383B) as part of the transaction's conditions.
  • 7Closing is subject to customary conditions, including regulatory approvals and stockholder consents.

Frequently Asked Questions

The acquisition of Teneobio is aimed at strengthening Amgen's biologics pipeline, particularly in the development of bispecific antibody therapeutics. These advanced therapeutic modalities offer potential for novel treatments across various disease areas.

The acquisition involves an initial cash payment of $900 million, with the possibility of additional contingent milestone payments of up to $1.6 billion. The total potential transaction value could therefore reach up to $2.5 billion, depending on the achievement of specified milestones.

Yes, Teneobio will distribute three of its subsidiaries (TeneoTwo, TeneoFour, and TeneoTen) to its equity holders prior to closing. Additionally, AbbVie has exercised an option to acquire TeneoOne and TNB-383B.

Key conditions include obtaining consent from a significant majority of Teneobio's stockholders, Teneobio completing certain restructuring arrangements including the spin-outs, accuracy of Teneobio's representations and warranties, Teneobio's compliance with its obligations, absence of a Material Adverse Effect, expiration of the Hart-Scott-Rodino waiting period, and absence of any prohibiting laws or orders.