THOUSAND OAKS, Calif.,
Oct. 23, 2019 /PRNewswire/ -- Amgen
(NASDAQ:AMGN) today announced that it has been notified of an
unsolicited "mini-tender" offer dated Oct.
11, 2019, made by TRC Capital Corporation, a private
Canadian investment company, to purchase up to 500,000 shares of
Amgen's common stock beginning on Oct. 14,
2019. TRC Capital's unsolicited "mini-tender" offer price of
$192.00 per share is approximately
4.38% below the $200.80 per share
closing price of Amgen's common stock on Oct. 11, 2019, the last trading day prior to the
commencement of the offer. Amgen is not affiliated in any way with
TRC Capital, the offer, or the offer documentation.
Amgen recommends against shareholders tendering shares in
response to this unsolicited offer, for the reasons described
below.
TRC Capital has made many similar "mini-tender" offers for the
shares of other companies. "Mini-tender" offers are designed to
seek less than five percent of a company's outstanding shares,
thereby avoiding many disclosure and procedural requirements of the
U.S. Securities and Exchange Commission (SEC) because they are
below the SEC's threshold to provide such disclosure and procedural
protections for investors.
The SEC has cautioned investors about "mini-tender" offers in an
investor alert. The SEC noted that these offers "have been
increasingly used to catch investors off guard" and that many
investors who hear about "mini-tender" offers "surrender their
securities without investigating the offer, assuming that the price
offered includes the premium usually present in larger, traditional
tender offers."
To read more about the risks of "mini-tender" offers, please
review the alert on the SEC's website
at http://www.sec.gov/investor/pubs/minitend.htm.
Shareholders should consult their financial advisors and should
exercise caution with respect to TRC Capital's offer. Shareholders
who have already tendered should consider the advisability of
withdrawing their shares as permitted under TRC Capital's Offer to
Purchase documents.
According to the offer documents, the offer is currently
scheduled to expire at 12:01 a.m.,
New York City time, on
Nov. 12, 2019.
Amgen requests that a copy of this news release be included with
all distributions of materials relating to TRC Capital's
mini-tender offer related to shares of Amgen's common stock.
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.
For more information, visit www.amgen.com and follow
us on www.twitter.com/amgen.
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 any statements on the
outcome, benefits and synergies of the acquisition of
Otezla® (apremilast), including anticipated Otezla sales
growth and the timing of non-GAAP EPS accretion, as well as
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 Securities
and Exchange Commission reports filed by Amgen, including our most
recent annual report on Form 10-K and any subsequent periodic
reports on Form 10-Q and current reports on 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, including our devices, 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,
including in Puerto Rico, 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. We rely on
collaborations with third parties for the development of some of
our product candidates and for the commercialization and sales of
some of our commercial products. 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 or development of new
indications for existing products cannot be guaranteed and movement
from concept to product is uncertain; consequently, there can be no
guarantee that any particular product candidate or development of a
new indication for an existing product 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. Certain of our distributors, customers and
payers have substantial purchasing leverage in their dealings with
us. 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. A
breakdown, cyberattack or information security breach could
compromise the confidentiality, integrity and availability of our
systems and our data. 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. We may not be able to access the capital and credit markets
on terms that are favorable to us, or at all.
CONTACT: Amgen, Thousand
Oaks
Trish Hawkins, 805-447-5631
(media)
Arvind Sood, 805-447-1060
(investors)
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SOURCE Amgen