Date: 2013-10-01
Type of information: Company acquisition
Acquired company: Onyx Pharmaceuticals (USA - CA)
Acquiring company: Amgen (USA - CA)
Amount: $9.7 Billion
Terms: * On October. 1, 2013, Amgen announced that it has successfully completed its previously announced tender offer to purchase all outstanding shares of common stock of Onyx Pharmaceuticals for $125 per share in cash. As announced on Aug. 25, the purchase price is $9.7 billion net of estimated Onyx cash. The tender offer expired at 12:00 midnight New York City time on Oct. 1, 2013. Amgen expects to complete the acquisition of Onyx later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware. As of the expiration of the tender offer, approximately 57,698,132 shares were validly tendered and not withdrawn in the tender offer, representing approximately 78.5 percent of Onyx's outstanding shares, according to the depositary for the tender offer. The condition to the tender offer that a majority of Onyx's outstanding shares on a fully-diluted basis be validly tendered and not withdrawn has been satisfied. As a result, Amgen has accepted for payment and will promptly pay for all validly tendered shares. As a result of the merger planned to be effected later today, all remaining eligible Onyx shares will be converted into the right to receive $125 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer (eligible shares exclude those for which holders properly demanded appraisal under Delaware law and those held by Amgen or Onyx or their respective wholly owned subsidiaries). Following completion of the merger, Onyx shares will cease to be traded on the NASDAQ Global Market, which is expected to take effect later today. * On August 25, 2013, Amgen and Onyx Pharmaceuticals announced that their Boards of Directors have unanimously approved a transaction under which Amgen will acquire all of the outstanding shares of Onyx for $125 per share in cash. The purchase price is $10.4 billion, or $9.7 billion net of estimated Onyx cash. Amgen intends to effect the transaction through a tender offer and expects to close at the beginning of the fourth quarter, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearance. In addition to accelerating Amgen's revenue growth, the acquisition of Onyx is expected to be accretive to Amgen's adjusted net income in 2015. Amgen is a global leader in oncology. As a focused oncology company, Onyx's products and pipeline strengthen Amgen's leading position in this field. Onyx's oncology pipeline adds to Amgen's existing pipeline that addresses areas of serious unmet medical need. Amgen's current pipeline includes nine products for which registration-enabling data are anticipated by 2016. The acquisition of Onyx enables Amgen to continue building its position in international markets, capitalizing on its worldwide commercial, development and manufacturing capabilities. Onyx has global rights to Kyprolis (excluding Japan) and has clinical trials underway supporting an expected European Union (EU) filing in 2014. The transaction is expected to deliver meaningful revenue growth and return on capital and to be accretive to adjusted net income in 2015. This will support Amgen's commitment to continue to meaningfully increase its dividend over time. Lazard is acting as lead advisor to Amgen; BofA Merrill Lynch is acting as co-advisor and is also lead arranger for the financing; and Sullivan & Cromwell LLP is serving as legal counsel. Centerview Partners, LLC is acting as financial advisor to Onyx and Goodwin Procter, LLP is serving as legal counsel.
Amgen will finance the acquisition with $8.1 billion in committed bank loans and the balance with cash available in the U.S. The loans have five year terms and carry an average interest charge of LIBOR plus 104 basis points. Amgen expects to retain its investment grade credit rating following this transaction and remains committed to meaningfully increasing the dividend over time. The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.
Details: Amgen is a global leader in oncology. As a focused oncology company, Onyx's products and pipeline strengthen Amgen's leading position in this field. Onyx's oncology pipeline adds to Amgen's existing pipeline that addresses areas of serious unmet medical need. Amgen's current pipeline includes nine products for which registration-enabling data are anticipated by 2016. Onyx has global rights to Kyprolis (excluding Japan) and has clinical trials underway supporting an expected European Union (EU) filing in 2014. In addition, Onyx has three partnered oncology assets: Nexavar® (sorafenib) tablets (an Onyx and Bayer HealthCare Pharmaceuticals, Inc. compound), Stivarga® (regorafenib) tablets (a Bayer compound), and palbociclib (a Pfizer, Inc. compound). Onyx also has multiple oncology compounds in various stages of clinical development. Onyx holds global rights to Kyprolis, excluding Japan. Kyprolis has an orphan drug designation in the U.S. with exclusivity until July 2019, and patents in the U.S. which extend until at least 2025. Amgen will benefit from the global rights to Onyx's innovative oncology portfolio and pipeline. Amgen intends to leverage its oncology capabilities and experience to support Onyx's clinical development programs and maximize Kyprolis' potential in the U.S. and the rest of the world.
Related: Cancer- Oncology
