8-KMaterial AgreementsFinancial EventsRegulation FD+1

AMGEN INC 8-K Report, Material Agreement (Dec 12, 2022)

Filed December 12, 2022For Securities:AMGN

Summary

Amgen Inc. has announced a significant definitive agreement to acquire Horizon Therapeutics plc for $116.50 per share in cash. This acquisition, valued at approximately $28 billion based on the offer price, will be executed via a court-sanctioned scheme of arrangement under Irish law, with the potential to be structured as a takeover offer. The transaction has been unanimously recommended by Horizon's board of directors and is expected to close in the first half of 2023, subject to customary closing conditions including regulatory approvals in the U.S., Austria, Germany, and foreign investment clearances in France, Germany, Denmark, and Italy. To finance this substantial acquisition, Amgen has secured a $28.5 billion bridge credit facility. This facility is intended to cover the cash consideration for Horizon's shares, refinance Horizon's existing debt, and manage associated fees and expenses. The agreement includes standard representations, warranties, and covenants, with provisions for termination under specific circumstances, including potential termination fees. This move represents a major strategic expansion for Amgen, aiming to integrate Horizon's portfolio and operations.

Key Highlights

  • 1Amgen Inc. enters into a material definitive agreement to acquire Horizon Therapeutics plc for $116.50 per share in cash.
  • 2The total transaction value is approximately $28.5 billion, considering the financing obtained.
  • 3The acquisition will be structured as a court-sanctioned scheme of arrangement under Irish law or potentially a takeover offer.
  • 4Horizon's Board of Directors has unanimously recommended the acquisition to its shareholders.
  • 5Amgen has secured a $28.5 billion bridge credit facility to finance the transaction.
  • 6The deal is expected to close in the first half of 2023, pending customary closing conditions and regulatory approvals.
  • 7The agreement includes standard provisions for termination, including potential fees for both parties under specific scenarios.

Frequently Asked Questions

This 8-K filing announces Amgen Inc.'s entry into a material definitive agreement to acquire Horizon Therapeutics plc, detailing the terms of the acquisition, the financing arrangements, and the conditions for closing the transaction.

Amgen has arranged a $28.5 billion bridge credit facility to fund the cash consideration for the acquisition, repay Horizon's existing indebtedness, and cover related fees and expenses. Commitments under this facility may be reduced by proceeds from Amgen's debt and equity issuances or asset dispositions.

The completion of the acquisition is subject to several conditions, including the approval of the scheme of arrangement by Horizon shareholders, sanctioning by the Irish High Court, receipt of required antitrust clearances in the U.S., Austria, and Germany, and foreign investment clearances in France, Germany, Denmark, and Italy. Amgen expects the deal to close in the first half of 2023 if these conditions are met.

Yes, there are provisions for termination fees. Horizon may be required to pay Amgen its documented third-party costs and expenses related to the acquisition, up to 1% of the total consideration. Amgen may be required to pay Horizon a termination fee of approximately $974.4 million under specific circumstances, such as the deal failing to close due to regulatory delays or a breach by Amgen concerning regulatory approvals.