8-KRegulation FDOther EventsExhibits & Filings

AMGEN INC 8-K Report, Regulation FD Disclosure (Sep 1, 2023)

Filed September 1, 2023For Securities:AMGN

Summary

Amgen Inc. (AMGN) filed an 8-K on September 1, 2023, to provide an update on its previously announced acquisition of Horizon Therapeutics plc. The key development is the entry into a consent order agreement with the Federal Trade Commission (FTC) that resolves the FTC's administrative lawsuit challenging the acquisition. This agreement is a significant step towards closing the deal, removing a major regulatory hurdle. As a result of the consent order, Amgen and Horizon anticipate jointly filing to dismiss the preliminary injunction motion and dissolve the temporary restraining order (TRO) in the U.S. District Court. They also expect to expedite the final approvals required under Irish law to complete the transaction. Investors should view this as positive news, indicating progress towards the closing of the Horizon acquisition.

Key Highlights

  • 1Amgen and Horizon Therapeutics have reached a consent order agreement with the FTC, resolving the regulatory challenge to the acquisition.
  • 2This agreement is expected to lead to the dismissal of the FTC's preliminary injunction motion and dissolution of the temporary restraining order.
  • 3The resolution with the FTC removes a significant regulatory obstacle, paving the way for the acquisition to close.
  • 4Amgen and Horizon will now move forward to obtain final approvals required under Irish law.
  • 5The 8-K filing includes a joint press release from Amgen and Horizon dated September 1, 2023, detailing this development.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Amgen Inc. and Horizon Therapeutics plc have entered into a consent order agreement with the Federal Trade Commission (FTC) to resolve the FTC's lawsuit challenging Amgen's acquisition of Horizon.

While this is a major step forward and resolves the FTC's primary regulatory challenge, the acquisition is not yet officially closed. The consent order agreement allows Amgen and Horizon to proceed towards closing, including obtaining necessary final approvals under Irish law.

Following the consent order agreement, Amgen and Horizon expect to jointly file stipulated proposed orders to dismiss the preliminary injunction motion and dissolve the temporary restraining order (TRO) that was in place in the U.S. District Court for the Northern District of Illinois.

The filing indicates that Amgen and Horizon will 'quickly seek the final approvals required under Irish law to close the Acquisition'. While a specific closing date isn't provided, the removal of the FTC's challenge suggests the closing process is now expected to accelerate.