THOUSAND OAKS, Calif.,
May 25, 2016 /PRNewswire/
-- Amgen (NASDAQ:AMGN) announced today the pricing terms 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)
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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 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).
The following tables indicate, among other things, the Total
Exchange Price (as defined below) for each $1,000 principal amount of the applicable series
of Old Notes subject to the Exchange Offers, as calculated at
2:00 p.m., New York City time, on May 25, 2016 (the "Price Determination Date") in
accordance with the Confidential Offering Circular:
2048 Exchange Offers
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CUSIP/ISIN
Number
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Old
Notes
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Reference U.S.
Treasury
Security
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Yield of Reference
U.S. Treasury
Security at Price
Determination Date
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Fixed Spread
(basis points)
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Exchange Offer
Yield
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Total
Exchange
Price(1)
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031162AW0/
US031162AW01
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6.375% Senior Notes
due 2037
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2.50% UST due
February 15, 2046
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2.663%
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+170
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4.363%
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$ 1,274.54
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031162AY6/
US031162AY66
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6.90% Senior Notes
due 2038
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2.50% UST due
February 15, 2046
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2.663%
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+170
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4.363%
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$ 1,356.12
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031162BA7/
US031162BA71
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6.40% Senior Notes
due 2039
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2.50% UST due
February 15, 2046
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2.663%
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+170
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4.363%
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$ 1,291.02
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2051 Exchange Offers
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CUSIP/ISIN
Number
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Old
Notes
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Reference U.S.
Treasury Security
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Yield of Reference U.S. Treasury Security at Price
Determination Date
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Fixed Spread
(basis points)
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Exchange Offer
Yield
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Total
Exchange
Price(1)
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031162BC3/
US031162BC38
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5.75% Senior Notes
due 2040
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2.50% UST due
February 15, 2046
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2.663%
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+170
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4.363%
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$ 1,203.78
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031162BH2/
US031162BH25
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5.65% Senior Notes
due 2042
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2.50% UST due
February 15, 2046
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2.663%
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+170
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4.363%
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$ 1,196.86
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031162BP4/
US031162BP41
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5.375% Senior Notes
due 2043
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2.50% UST due
February 15, 2046
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2.663%
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+170
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4.363%
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$ 1,157.75
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031162BK5/
US031162BK53
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5.15% Senior Notes
due 2041
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2.50% UST due
February 15, 2046
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2.663%
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+170
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4.363%
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$ 1,118.81
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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.
The Total Exchange Price for each series of Old Notes is inclusive
of the applicable Early Exchange Premium (as defined below) for
such series.
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The table below indicates the interest rate (the "New Notes
Coupon") for the applicable series of New Notes to be issued by
Amgen pursuant to the Exchange Offers, as calculated at the Price
Determination Date in accordance with the Confidential Offering
Circular:
New
Notes
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Reference
U.S. Treasury
Security
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Yield of Reference
U.S. Treasury Security at Price Determination Date
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Spread (basis
points)
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New Notes
Coupon
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New Notes due
2048
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2.50% UST due
February 15, 2046
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2.663 %
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+190
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4.563 %
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New Notes due
2051
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2.50% UST due
February 15, 2046
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2.663 %
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+200
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4.663 %
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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 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 set forth in the tables above
(each, a "Total Exchange Price"), 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, which is equal to the applicable Total
Exchange Price minus the applicable Early Exchange Premium
(each, an "Exchange Price").
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.
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 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 in
the Confidential Offering Circular.
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.
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