Mergers and Acquisitions

Amgen and Micromet have entered into a definitive merger agreement under which Amgen will acquire Micromet, a biotechnology company founded in Germany with its research and development (R&D) center in Munich and headquarters in Rockville, Md. , for $11 per share in cash. The transaction, which values Micromet at approximately $1.16 billion , was unanimously approved by both the Amgen and Micromet Boards of Directors.
Micromet 's Munich site, will now operate as an Amgen R&D center of excellence.
Under the terms of the merger agreement, a subsidiary of Amgen Inc. will commence a tender offer to acquire all of the outstanding shares of Micromet 's common stock at a price of $11 per share in cash. Following the purchase of shares through the tender offer, Amgen will complete the transaction by acquiring all remaining shares not acquired in the offer through a merger at the same price as the tender offer. The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Micromet shares on a fully diluted basis, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act and other customary conditions. The tender offer is not subject to a financing condition. The transaction is expected to close in the first quarter.

* On March 2, 2012, Amgen announced that all conditions to the closing of the tender offer to acquire all outstanding shares of common stock of Micromet for $11.00 per share in cash have been satisfied.  The depositary for the Offer has advised Amgen that, as of the expiration of the Offer at 12:00 midnight, New York City time, at the end of Thursday, March 1, 2012 , approximately 80,025,097 million Micromet shares had been validly tendered and not withdrawn pursuant to the Offer, which tendered shares represent approximately 83.95 percent of the outstanding shares of Micromet. Amgen has accepted for payment, and expects to promptly pay for, all such tendered shares. In addition, approximately 3,150,586 million additional Micromet shares have been tendered by guaranteed delivery.

* On March 7, 2012, Amgen announced the expiration of the subsequent offering period of the tender offer to acquire all outstanding shares of common stock of Micromet for $11.00 per share in cash. The subsequent offering period expired at 12:00 midnight, New York City time, at the end of Tuesday, March 6, 2012. The depositary for the tender offer has advised Amgen that, as of the expiration of the subsequent offering period, 84,684,189 Micromet shares had been validly tendered and not withdrawn in the initial offering period and the subsequent offering period, which tendered shares represent 88.34 percent of the outstanding shares of Micromet. Amgen has accepted for payment, and has paid or expects to promptly pay for, all such tendered shares. In accordance with the terms of the Merger Agreement, Merger Sub intends to exercise its "top-up option" to purchase additional shares of common stock of Micromet directly from Micromet for $11.00 per share (the same purchase price paid in the Offer) so that it holds at least 90 percent of the outstanding shares of Micromet following such exercise.