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.