THOUSAND OAKS, Calif.,
May 12, 2016 /PRNewswire/
-- Amgen (NASDAQ:AMGN) announced today the commencement of
seven separate private offers to exchange (each, an "Exchange
Offer" and, collectively, the "Exchange Offers") certain specified
series of its outstanding senior notes (collectively, the "Old
Notes") for new Senior Notes due 2048 (the "New 2048 Notes") and
new Senior Notes due 2051 (the "New 2051 Notes" and, together with
the New 2048 Notes, the "New Notes"), as applicable.
The Exchange Offers consist of the following:
(a)
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(i) an offer to
exchange any and all 6.375% Senior Notes due 2037;
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(ii) an offer to
exchange any and all 6.90% Senior Notes due 2038; and
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(iii) an offer to
exchange any and all 6.40% Senior Notes due 2039;
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in each case, for New 2048 Notes (collectively, the "2048
Exchange Offers"); and
(b)
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(i) an offer to
exchange the 5.75% Senior Notes due 2040;
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(ii) an offer to
exchange the 5.65% Senior Notes due 2042;
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(iii) an offer to
exchange the 5.375% Senior Notes due 2043; and
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(iv) an offer
to exchange the 5.15% Senior Notes due 2041
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in each case, for New 2051 Notes (collectively, the "2051
Exchange Offers"), provided that the aggregate principal amount of
New 2051 Notes to be issued in the 2051 Exchange Offers shall not
exceed $7,100,000,000 less the
aggregate principal amount of New 2048 Notes to be issued pursuant
to the 2048 Exchange Offers (such amount, the "Maximum 2051 Notes
Exchange Cap").
The following table sets forth the series of Old Notes included
in the 2048 Exchange Offers:
CUSIP/ISIN
Number
|
Old
Notes
|
Principal
Amount
Outstanding
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)
|
Hypothetical
Total
Exchange Price(1)(2)
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031162AW0/ US031162AW01
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6.375%
Senior Notes due 2037
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$900,000,000
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2.50% UST due
February 15, 2046
|
PX8
|
+170
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$1,290.30
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031162AY6/ US031162AY66
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6.90% Senior Notes
due 2038
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$500,000,000
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2.50% UST due
February 15, 2046
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PX8
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+170
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$1,373.10
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031162BA7/ US031162BA71
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6.40% Senior Notes
due 2039
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$1,000,000,000
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2.50% UST due
February 15, 2046
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PX8
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+170
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$1,307.72
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The following table sets forth the series of Old Notes included
in the 2051 Exchange Offers:
CUSIP/ISIN
Number
|
Old
Notes
|
Principal
Amount
Outstanding
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)
|
Acceptance
Priority Level
|
Hypothetical
Total
Exchange Price(1)(2)
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031162BC3/
US031162BC38
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5.75% Senior Notes
due 2040
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$700,000,000
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2.50% UST due
February 15, 2046
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PX8
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+170
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1
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$1,220.16
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031162BH2/ US031162BH25
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5.65% Senior Notes
due 2042
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$1,250,000,000
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2.50% UST due
February 15, 2046
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PX8
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+170
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2
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$1,213.87
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031162BP4/
US031162BP41
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5.375% Senior Notes
due 2043
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$1,000,000,000
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2.50% UST due
February 15, 2046
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PX8
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+170
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3
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$1,174.70
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031162BK5/
US031162BK53
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5.15% Senior Notes
due 2041
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$2,250,000,000
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2.50% UST due
February 15, 2046
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PX8
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+170
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4
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$1,134.81
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1.
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Payable in principal
amount of the applicable series of New Notes per each $1,000
principal amount of the specified series of Old Notes validly
tendered and not validly withdrawn at or prior to the Early
Participation Date (as defined below) and accepted for
exchange.
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2.
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The Hypothetical
Total Exchange Price is based on the fixed spread for the
applicable series of Old Notes plus the bid-side yield of
Reference 2.50% UST due February 15, 2046 as of May 11, 2016 at
2:00 p.m., New York City time. The information provided in the
above tables is for illustrative purposes only. Amgen makes no
representation with respect to the actual consideration that may be
paid, and such amounts may be greater or less than those shown in
the above table depending on the yield of the Reference 2.50% UST
due February 15, 2046 as of the Price Determination Date (as
defined below). Exchange Eligible Holders (as defined below) who
validly tender Old Notes of any particular series after the Early
Participation Date, but at or prior to the Expiration Date (as
defined below), will receive the Total Exchange Price (as defined
below) for such series minus the Early Exchange Premium (as defined
below).
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Subject to the terms and conditions of the 2048 Exchange
Offers, Amgen will accept for exchange any and all of the Old
Notes of any series validly tendered, and not validly withdrawn, in
the 2048 Exchange Offers. Subject to the terms and conditions
of the 2051 Exchange Offers, Amgen will accept for exchange the Old
Notes of any series validly tendered in the 2051 Exchange Offers in
accordance with the applicable "Acceptance Priority Level" (in
numerical priority order) for such series as set forth in the table
above (each, an "Acceptance Priority Level"), with Acceptance
Priority Level 1 being the highest priority level. Subject to
the Maximum 2051 Notes Exchange Cap, each series of Old Notes
validly tendered in the 2051 Exchange Offers that has a higher
Acceptance Priority Level will be accepted for exchange before any
series of Old Notes validly tendered in the 2051 Exchange Offers
that has a lower Acceptance Priority Level. If the remaining
available portion of the Maximum 2051 Notes Exchange Cap is not
adequate to permit the acceptance for exchange of all of the
validly tendered Old Notes of a series having a particular
Acceptance Priority Level, Amgen will allocate such available
Maximum 2051 Notes Exchange Cap among the aggregate principal
amount of the validly tendered Old Notes of such series on a pro
rata basis, and any series of validly tendered Old Notes having a
lower Acceptance Priority Level will not be accepted for
exchange.
The Exchange Offers will expire at 12:00 Midnight (end of day),
New York City time, on
June 9, 2016, unless extended by
Amgen (the "Expiration Date"). The prices for the New Notes offered
in the Exchange Offers will be determined at 2:00 p.m., New York
City time, on May 25, 2016,
unless extended by Amgen (the "Price Determination Date").
Exchange Eligible Holders that validly tender and do not validly
withdraw their Old Notes at or prior to 5:00
p.m., New York City time,
on May 25, 2016, unless extended by
Amgen (the "Early Participation Date") will be eligible to receive
the applicable Total Exchange Price (as defined below), which
includes an early exchange premium equal to $30.00 of principal amount of the applicable
series of New Notes per each $1,000
principal amount of the applicable series of Old Notes validly
tendered and not validly withdrawn at or prior to the Early
Participation Date and accepted for exchange (the "Early Exchange
Premium"). Exchange Eligible Holders of Old Notes who validly
tender after the Early Participation Date, but at or prior to the
Expiration Date, will be eligible to receive the applicable
Exchange Price (as defined below), but will not receive the Early
Exchange Premium.
Tenders of Old Notes in the Exchange Offers may be validly
withdrawn at any time at or prior to 5:00
p.m., New York City time,
on May 25, 2016 (the "Withdrawal
Date"), unless extended by Amgen, but not thereafter unless
additional withdrawal rights are required by law.
The Exchange Offers are being conducted by Amgen upon the terms
and subject to the conditions set forth in a confidential offering
circular, dated May 12, 2016 (the
"Confidential Offering Circular") and the related letter of
transmittal. The Exchange Offers are only intended for, and copies
of the offering documents will only be made available to, holders
of outstanding Old Notes that have certified their status as (1) a
"Qualified Institutional Buyer" as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), or (2)
(A) a person other than a "U.S. person" (as defined in Rule 902 of
Regulation S under the Securities Act), outside the United States not purchasing for the
account or benefit of a U.S. person, (B) acquiring the New Notes in
an offshore transaction in accordance with Regulation S under the
Securities Act and (C) otherwise a qualified non-U.S. offeree (as
described in the Confidential Offering Circular) (each such holder,
an "Exchange Eligible Holder" and, collectively, the "Exchange
Eligible Holders").
The "Total Exchange Price" for each $1,000 principal amount of each series of Old
Notes validly tendered at or prior to the Early Participation Date,
and not validly withdrawn at or prior to the Withdrawal Date (each,
a "Total Exchange Price") will be calculated on the Price
Determination Date. The Total Exchange Price will be equal to
the discounted value (calculated in accordance with the formula set
forth in the Confidential Offering Circular as illustrated by the
hypothetical pricing examples included in the Confidential Offering
Circular) on the Settlement Date (as defined below) of the
remaining payments of principal and interest through the earlier of
the applicable maturity date or par call date of such series of Old
Notes (rounded to the nearest cent per $1,000 principal amount of such Old Notes), using
a yield (the "Exchange Offer Yield") equal to the sum of:
(i) the bid-side
yield on the applicable U.S. Treasury Security set forth in the
corresponding tables above as displayed on the applicable Bloomberg
reference page (or any recognized quotation source selected by the
dealer managers in their sole discretion if such quotation report
is not available or is manifestly erroneous), plus
(ii) the applicable
fixed spread set forth in the corresponding tables above;
less accrued and unpaid interest to, but not including,
the Settlement Date.
Each Total Exchange Price is inclusive of the applicable Early
Exchange Premium. The price for each $1,000 principal amount of each series of Old
Notes validly tendered after the Early Participation Date, but at
or prior to the Expiration Date (each, an "Exchange Price") is
equal to the applicable Total Exchange Price minus the
applicable Early Exchange Premium. Amgen will announce the Exchange
Offer Yields, Total Exchange Prices and Exchange Prices for the Old
Notes promptly after they are determined by the dealer
managers.
The Total Exchange Price payable by Amgen for each $1,000 principal amount of Old Notes tendered for
exchange, and accepted by Amgen, will consist of a principal amount
of the applicable series of New Notes equal to the applicable Total
Exchange Price of the series of Old Notes tendered. The
Exchange Prices will be paid in the same manner as the Total
Exchange Prices except that the principal amount of the relevant
series of New Notes will be reduced by the Early Exchange
Premium.
In addition to the applicable Total Exchange Price or applicable
Exchange Price, Exchange Eligible Holders whose Old Notes are
accepted for exchange will be paid accrued and unpaid interest on
such Old Notes to, but not including, the Settlement Date in
cash.
The New 2048 Notes will bear interest at a rate per annum equal
to the sum of (i) the bid-side yield on the 2.50% U.S. Treasury
Bond due February 15, 2046, as
calculated on the Price Determination Date and (ii) 1.90% (190
basis points). The New 2051 Notes will bear interest at a rate per
annum equal to the sum of (i) the bid-side yield on the 2.50% U.S.
Treasury Bond due February 15, 2046,
as calculated on the Price Determination Date and (ii) 2.00% (200
basis points).
Each Exchange Offer is subject to the condition that a minimum
of $500 million aggregate principal
amount of New Notes of the relevant series be issued in exchange
for outstanding Old Notes validly tendered and not validly
withdrawn, as well as certain other conditions as described in the
Confidential Offering Circular. In addition, notwithstanding any
other provision of the Exchange Offers, if on the Price
Determination Date the bid-side yield on the 2.50% U.S. Treasury
Bond due February 15, 2046 (as used
to determine the interest rates for the New Notes) is less than or
more than the applicable percentages for such series of Old Notes
set forth in Annex C to the Confidential Offering Circular, Amgen
will not be required to accept for exchange, or to issue New Notes
of the applicable series in exchange for the Old Notes of such
series and may terminate or amend the Exchange Offer with respect
to such series of Old Notes. The 2051 Exchange Offers are
subject to an aggregate issuance limit with respect to the
aggregate principal amount of New 2051 Notes equal to the Maximum
2051 Notes Exchange Cap, as discussed above.
The "Settlement Date" for the Exchange Offers will be promptly
after the Expiration Date and is expected to be the third business
day after the Expiration Date.
The complete terms of the Exchange Offers are described in the
Confidential Offering Circular. Amgen reserves the right, subject
to applicable law, to extend, terminate or otherwise amend the
terms of any or all of the Exchange Offers.
If and when issued, the New Notes will not be registered under
the Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and any
applicable state securities laws. Amgen will enter into a
registration rights agreement with respect to the New Notes
providing for certain registration rights with respect to the New
Notes as described in the Confidential Offering Circular.
Documents relating to the Exchange Offers will be distributed
only to holders of the outstanding Old Notes that complete and
return the letter of eligibility confirming that they are Exchange
Eligible Holders. Holders of the outstanding Old Notes that desire
to review the eligibility letter may visit the website for this
purpose at http://www.dfking.com/amgn or contact
D.F. King & Co., Inc., the
information agent for the Exchange Offers, by calling toll-free
(877) 478-5043 or at (212) 269-5550 (banks and brokerage
firms).
This press release is not an offer to sell or a solicitation
of an offer to buy any security. The Exchange Offers are being made
solely by the Confidential Offering Circular and related letter of
transmittal and only to such persons and in such jurisdictions as
is permitted under applicable law.
In particular, this communication is only addressed to and
directed at: (A) in any Member State of the European Economic Area
that has implemented the Prospectus Directive, qualified investors
in that Member State within the meaning of the Prospectus Directive
and (B) (i) persons that are outside the United Kingdom or (ii) persons in the
United Kingdom who are investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or fall within Article 43 of the Order, or any other
person to whom it may otherwise lawfully be communicated under the
Order (all such persons together being referred to as "relevant
persons"). The New Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
New Notes will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this
document or any of its contents.
About Amgen
Amgen is committed to unlocking
the potential of biology for patients suffering from serious
illnesses by discovering, developing, manufacturing and delivering
innovative human therapeutics. This approach begins by using tools
like advanced human genetics to unravel the complexities of disease
and understand the fundamentals of human biology.
Amgen focuses on areas of high unmet medical need and
leverages its expertise to strive for solutions that improve health
outcomes and dramatically improve people's lives. A biotechnology
pioneer since 1980, Amgen has grown to be one of the
world's leading independent biotechnology companies, has reached
millions of patients around the world and is developing a pipeline
of medicines with breakaway potential.
Forward-Looking Statements
This news release contains
forward-looking statements that are based on the current
expectations and beliefs of Amgen. All statements, other than
statements of historical fact, are statements that could be deemed
forward-looking statements, including statements regarding the
timing and completion of the Exchange Offers, estimates of
revenues, operating margins, capital expenditures, cash, other
financial metrics, expected legal, arbitration, political,
regulatory or clinical results or practices, customer and
prescriber patterns or practices, reimbursement activities and
outcomes and other such estimates and results. Forward-looking
statements involve significant risks and uncertainties, including
those discussed below and more fully described in
the SEC reports filed by Amgen, including our most
recent annual report on Form 10-K and any subsequent periodic
reports on Form 10-Q and Form 8-K. Unless otherwise
noted, Amgen is providing this information as of the date
of this news release and does not undertake any obligation to
update any forward-looking statements contained in this document as
a result of new information, future events or otherwise.
No forward-looking statement can be guaranteed and actual
results may differ materially from those we project. Our results
may be affected by our ability to successfully market both new and
existing products domestically and internationally, clinical and
regulatory developments involving current and future products,
sales growth of recently launched products, competition from other
products including biosimilars, difficulties or delays in
manufacturing our products and global economic conditions. In
addition, sales of our products are affected by pricing pressure,
political and public scrutiny and reimbursement policies imposed by
third-party payers, including governments, private insurance plans
and managed care providers and may be affected by regulatory,
clinical and guideline developments and domestic and international
trends toward managed care and healthcare cost containment.
Furthermore, our research, testing, pricing, marketing and other
operations are subject to extensive regulation by domestic and
foreign government regulatory authorities. We or others could
identify safety, side effects or manufacturing problems with our
products after they are on the market. Our business may be impacted
by government investigations, litigation and product liability
claims. In addition, our business may be impacted by the adoption
of new tax legislation or exposure to additional tax liabilities.
If we fail to meet the compliance obligations in the corporate
integrity agreement between us and the U.S. government, we could
become subject to significant sanctions. Further, while we
routinely obtain patents for our products and technology, the
protection offered by our patents and patent applications may be
challenged, invalidated or circumvented by our competitors, or we
may fail to prevail in present and future intellectual property
litigation. We perform a substantial amount of our commercial
manufacturing activities at a few key facilities and also depend on
third parties for a portion of our manufacturing activities, and
limits on supply may constrain sales of certain of our current
products and product candidate development. In addition, we compete
with other companies with respect to many of our marketed products
as well as for the discovery and development of new products.
Discovery or identification of new product candidates cannot be
guaranteed and movement from concept to product is uncertain;
consequently, there can be no guarantee that any particular product
candidate will be successful and become a commercial product.
Further, some raw materials, medical devices and component parts
for our products are supplied by sole third-party suppliers. The
discovery of significant problems with a product similar to one of
our products that implicate an entire class of products could have
a material adverse effect on sales of the affected products and on
our business and results of operations. Our efforts to acquire
other companies or products and to integrate the operations of
companies we have acquired may not be successful. We may not be
able to access the capital and credit markets on terms that are
favorable to us, or at all. We are increasingly dependent on
information technology systems, infrastructure and data security.
Our stock price is volatile and may be affected by a number of
events. Our business performance could affect or limit the ability
of our Board of Directors to declare a dividend or our ability to
pay a dividend or repurchase our common stock.
CONTACT: Amgen, Thousand
Oaks
Kristen Davis, 805-447-3008
(media)
Arvind Sood, 805-447-1060
(investors)
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SOURCE Amgen