8-KOther Events

AMGEN INC 8-K Report, Corporate Update (Sep 5, 2023)

Filed September 5, 2023For Securities:AMGN

Summary

Amgen Inc. (AMGN) has provided an update on its previously announced acquisition of Horizon Therapeutics plc. The company has successfully resolved its legal challenge with the Federal Trade Commission (FTC) regarding the acquisition. The FTC's administrative lawsuit has been dismissed following a stipulated order agreement between Amgen, Horizon, and the FTC, which was approved by the U.S. District Court for the Northern District of Illinois. This effectively ends the FTC's legal opposition to the deal. Furthermore, the Irish High Court has scheduled a hearing for October 5, 2023, to review Horizon's application for sanctioning the proposed scheme of arrangement under Irish law. This is a crucial step in finalizing the acquisition under Irish corporate regulations. The resolution with the FTC and the upcoming Irish court hearing are positive developments, indicating progress towards the completion of Amgen's acquisition of Horizon.

Key Highlights

  • 1FTC administrative lawsuit related to the Horizon acquisition has been resolved and dismissed.
  • 2A stipulated consent order agreement was entered into with the FTC.
  • 3The U.S. District Court for the Northern District of Illinois approved the dismissal of the FTC's preliminary injunction motion and dissolved the temporary restraining order.
  • 4The Irish High Court has set a hearing date of October 5, 2023, to consider the sanction of the scheme of arrangement for the acquisition.
  • 5The acquisition of Horizon Therapeutics plc is moving forward following these legal and procedural developments.
  • 6Amgen directors accept responsibility for the accuracy of the information presented in the filing.

Frequently Asked Questions

Amgen has made significant progress. The FTC lawsuit opposing the acquisition has been dismissed, and the Irish High Court has scheduled a hearing for October 5, 2023, to review the proposed scheme of arrangement, which is a key step for finalizing the deal under Irish law.

Yes, Amgen and Horizon entered into a consent order agreement with the FTC that resolved the pending administrative lawsuit. The court has since dismissed the FTC's motion for a preliminary injunction and dissolved the temporary restraining order.

The Irish High Court hearing on October 5, 2023, is for the sanction of the proposed scheme of arrangement. This is a necessary legal step under Irish law to formally approve the acquisition and is critical for its completion.

With the FTC lawsuit resolved, the primary remaining hurdle appears to be the approval from the Irish High Court on October 5, 2023. Shareholders of both companies and other customary closing conditions would also need to be met.