THOUSAND OAKS, Calif.,
May 25, 2016 /PRNewswire/
-- Amgen (NASDAQ: AMGN) announced today the early tender
results of its previously announced 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) (i)
an offer to exchange any and all 6.375% Senior Notes due 2037;
(ii)
an offer to exchange any and all 6.90% Senior Notes due 2038;
and
(iii)
an offer to exchange any and all 6.40% Senior Notes due 2039;
in each case, for New 2048 Notes (collectively, the "2048
Exchange Offers"); and
(b)
(i) an offer to exchange the 5.75% Senior Notes due 2040;
(ii)
an offer to exchange the 5.65% Senior Notes due
2042;
(iii)
an offer to exchange the 5.375% Senior Notes due 2043; and
(iv) an
offer to exchange the 5.15% Senior Notes due 2041;
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 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"). Documents relating to the Exchange Offers have
been and will be distributed only to holders of the outstanding Old
Notes that have completed or will complete and have returned or
will 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).
Based on information provided by D.F.
King, the exchange agent and information agent for the
Exchange Offers, the following aggregate principal amount of each
series of Old Notes was validly tendered and not validly withdrawn
at or prior to the Early Participation Date (as defined below)
pursuant to the Exchange Offers:
Old Notes included in the 2048 Exchange Offers:
|
|
|
|
CUSIP/ISIN
Number
|
Old
Notes
|
Principal Amount
Outstanding
|
Principal Amount
Tendered by the Early Participation Date
|
031162AW0/
US031162AW01
|
6.375% Senior Notes
due 2037
|
$900,000,000
|
$344,590,000
|
031162AY6/
US031162AY66
|
6.90% Senior Notes
due 2038
|
$500,000,000
|
$209,194,000
|
031162BA7/
US031162BA71
|
6.40% Senior Notes
due 2039
|
$1,000,000,000
|
$532,757,000
|
Old Notes included in the 2051 Exchange Offers:
|
|
|
|
|
CUSIP/ISIN
Number
|
Old
Notes
|
Acceptance Priority Level
|
Principal Amount
Outstanding
|
Principal Amount
Tendered by the Early Participation Date
|
031162BC3/
US031162BC38
|
5.75% Senior Notes
due 2040
|
1
|
$700,000,000
|
$287,876,000
|
031162BH2/
US031162BH25
|
5.65% Senior Notes
due 2042
|
2
|
$1,250,000,000
|
$762,970,000
|
031162BP4/
US031162BP41
|
5.375% Senior Notes
due 2043
|
3
|
$1,000,000,000
|
$737,598,000
|
031162BK5/
US031162BK53
|
5.15% Senior Notes
due 2041
|
4
|
$2,250,000,000
|
$1,268,805,000
|
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 withdrawal date (5:00 p.m.,
New York City time, on
May 25, 2016) for the Exchange Offers
has now passed. In accordance with the terms of the Exchange
Offers, tendered Old Notes may no longer be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law. 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").
Exchange Eligible Holders that validly tendered and did not
validly withdraw their Old Notes at or prior to 5:00 p.m., New York
City time, on May 25, 2016
(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 their Old Notes after the Early Participation Date, but at
or prior to the Expiration Date, will be eligible to receive the
applicable Exchange Price, which is equal to the applicable Total
Exchange Price minus the applicable Early Exchange Premium
(each, an "Exchange Price").
For each series of Old Notes that have been accepted by Amgen
for exchange, the Total Exchange Price and Exchange Price will be
paid in a principal amount of the applicable series of New Notes
equal to such Total Exchange Price or Exchange Price of the series
of Old Notes tendered, as applicable. The Total Exchange Prices,
Exchange Prices and interest rates on the New Notes were determined
at 2:00 p.m., New York City time, on May 25, 2016 and were disclosed earlier today. 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 (as
defined below) in cash.
The "Settlement Date" for the Exchange Offers will be promptly
after the Expiration Date and is expected to be June 14, 2016,
which is the third business day after the Expiration Date.
Consummation of the Exchange Offers is subject to the
satisfaction of certain conditions, including certain customary
conditions, including the absence of certain adverse legal and
market developments. 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.
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