THOUSAND OAKS, Calif.,
Aug. 13, 2020 /PRNewswire/
-- Amgen Inc. (NASDAQ:AMGN) announced today the pricing terms
of its previously announced nine 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 a combination of a
cash payment and new Senior Notes due 2053 (the "New Notes"). In
addition, Amgen announced that it has increased the cap on the
aggregate principal amount of New Notes to be issued in the
Exchange Offers from $800,000,000 to
$940,000,000 (such increased amount,
the "Maximum Notes Exchange Cap"). Except for the increase in the
Maximum Notes Exchange Cap described above, all other terms and
conditions of the Exchange Offers remain unchanged.
The Exchange Offers consist of the following:
(a) an offer to exchange the 6.90%
Senior Notes due 2038;
(b) an offer to exchange the
6.375% Senior Notes due 2037;
(c) an offer to exchange the 6.40%
Senior Notes due 2039;
(d) an offer to exchange the 5.75%
Senior Notes due 2040;
(e) an offer to exchange the 5.65%
Senior Notes due 2042;
(f) an offer to exchange the
5.375% Senior Notes due 2043;
(g) an offer to exchange the 5.15%
Senior Notes due 2041;
(h) an offer to exchange the 4.95%
Senior Notes due 2041; and
(i) an offer to exchange the 4.40%
Senior Notes due 2045;
in each case, for a combination of a cash payment and New Notes,
provided that the aggregate principal amount of New Notes to be
issued in the Exchange Offers shall not exceed the Maximum Notes
Exchange Cap and/or the Maximum New Notes Premium Cap (as defined
in the Confidential Offering Circular).
The Exchange Offers are being conducted by Amgen upon the terms
and subject to the conditions set forth in a confidential offering
circular, dated July 30, 2020 (the
"Confidential Offering Circular"). 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"), in a private transaction in reliance upon
the exemption from the registration requirements of the Securities
Act provided by Section 4(a)(2) thereof, 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 Non-U.S. Qualified 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 exchange agent and information agent for the
Exchange Offers, by calling toll-free (800) 814-8954 or at (212)
269-5550 (banks and brokerage firms) or by email at
amgen@dfking.com.
The following table indicates, among other things, the Total
Exchange Price (as defined herein) and the amount of cash payment
for each $1,000 principal amount of
the applicable series of Old Notes subject to the Exchange Offers,
as calculated at 10:00 a.m.,
New York City time, on
August 13, 2020 (such date and time,
the "Price Determination Date") in accordance with the
Confidential Offering Circular:
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|
|
|
|
Composition of
Total Exchange Price(1)(2)(3)
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|
|
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CUSIP/ISIN
Number
|
Old
Notes
|
Reference U.S.
Treasury Security
|
Acceptance
Priority Level
|
Yield of Reference
U.S. Treasury Security at Price Determination Date
|
Fixed Spread
(basis points)
|
Exchange Offer
Yield
|
Early Exchange
Premium(1)
|
Total Exchange
Price(1)(2)
|
Principal Amount
of New Notes
|
Cash
Payment
|
031162AY6/
US031162AY66
|
6.90% Senior Notes
due 2038
|
2.000% UST due
February 15, 2050
|
1
|
1.370%
|
+100
|
2.370%
|
$30.00
|
$1,654.36
|
$1,392.62
|
$261.74
|
031162AW0/
US031162AW01
|
6.375% Senior Notes
due 2037
|
2.000% UST due
February 15, 2050
|
2
|
1.370%
|
+95
|
2.320%
|
$30.00
|
$1,561.16
|
$1,314.25
|
$246.91
|
031162BA7/
US031162BA71
|
6.40% Senior Notes
due 2039
|
2.000% UST due
February 15, 2050
|
3
|
1.370%
|
+100
|
2.370%
|
$30.00
|
$1,599.59
|
$1,383.74
|
$215.85
|
031162BC3/
US031162BC38
|
5.75% Senior Notes
due 2040
|
2.000% UST due
February 15, 2050
|
4
|
1.370%
|
+105
|
2.420%
|
$30.00
|
$1,516.79
|
$1,377.26
|
$139.53
|
031162BH2/
US031162BH25
|
5.65% Senior Notes
due 2042
|
2.000% UST due
February 15, 2050
|
5
|
1.370%
|
+110
|
2.470%
|
$30.00
|
$1,524.72
|
$1,419.78
|
$104.94
|
031162BP4/
US031162BP41
|
5.375% Senior Notes
due 2043
|
2.000% UST due
February 15, 2050
|
6
|
1.370%
|
+110
|
2.470%
|
$30.00
|
$1,494.84
|
$1,445.36
|
$49.48
|
031162BK5/
US031162BK53
|
5.15% Senior Notes
due 2041
|
2.000% UST due
February 15, 2050
|
7
|
1.370%
|
+105
|
2.420%
|
$30.00
|
$1,443.15
|
$1,394.40
|
$48.75
|
031162BE9/
US031162BE93
|
4.95% Senior Notes
due 2041
|
2.000% UST due
February 15, 2050
|
8
|
1.370%
|
+110
|
2.470%
|
$30.00
|
$1,406.21
|
$1,381.84
|
$24.37
|
031162BZ2/
US031162BZ23
|
4.40% Senior Notes
due 2045
|
2.000% UST due
February 15, 2050
|
9
|
1.370%
|
+125
|
2.620%
|
$30.00
|
$1,317.54
|
$1,317.54
|
$0.00
|
- Per $1,000 principal amount of
Old Notes.
- Does not reflect any accrued and unpaid interest. Amgen will
pay accrued and unpaid interest on the Old Notes to, but not
including, the Early Settlement Date (as defined herein) in
cash.
- The figures in this table reflect any optional adjustments of
the principal amount of New Notes exchangeable for each
$1,000 principal amount of the
applicable series of Old Notes tendered and accepted for exchange,
as permitted under the terms and conditions in the Confidential
Offering Circular.
The table below indicates the interest rate (the "New Notes
Coupon") for the 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
|
Reference
U.S. Treasury Security
|
Yield of Reference
U.S. Treasury Security at Price Determination Date
|
Spread (basis
points)
|
New Notes
Coupon
|
New Notes due
2053
|
2.000% UST due
February 15, 2050
|
1.370%
|
+140
|
2.770%
|
In accordance with the Acceptance Priority Levels and proration
procedures described in the Confidential Offering Circular, Amgen
will accept $676,157,000 in aggregate
principal amount of the Old Notes that were tendered for exchange
at or prior to the Early Participation Date. Amgen expects to
deliver an aggregate principal amount of $940,000,000 of New Notes and will pay an
aggregate of $85,382,998.17 cash
consideration, excluding accrued and unpaid interest, for the Old
Notes accepted for exchange on the Early Settlement Date. Since Old
Notes have been validly tendered as of the Early Participation Date
so that the maximum amount of New Notes to be issued in exchange
for such tendered Old Notes would exceed the Maximum Notes Exchange
Cap, no additional Old Notes will be accepted for exchange after
the Early Participation Date.
The table below indicates, among other things, the principal
amount of each series of Old Notes validly tendered as of the Early
Participation Date, the principal amount of Old Notes to be
accepted for exchange as of the Early Participation Date and the
percentage of the principal amount of Old Notes to be accepted for
exchange pursuant to the Exchange Offers:
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CUSIP/ISIN
Number
|
Old
Notes
|
Principal Amount
Tendered by Early Participation Date
|
Principal Amount
to be Accepted for Exchange
|
Proration
Factor
|
031162AY6/
US031162AY66
|
6.90% Senior Notes
due 2038
|
$37,335,000
|
$37,335,000
|
100%
|
031162AW0/
US031162AW01
|
6.375% Senior Notes
due 2037
|
$73,531,000
|
$73,531,000
|
100%
|
031162BA7/
US031162BA71
|
6.40% Senior Notes
due 2039
|
$133,310,000
|
$133,310,000
|
100%
|
031162BC3/
US031162BC38
|
5.75% Senior Notes
due 2040
|
$39,022,000
|
$39,022,000
|
100%
|
031162BH2/
US031162BH25
|
5.65% Senior Notes
due 2042
|
$71,602,000
|
$71,602,000
|
100%
|
031162BP4/
US031162BP41
|
5.375% Senior Notes
due 2043
|
$76,199,000
|
$76,199,000
|
100%
|
031162BK5/
US031162BK53
|
5.15% Senior Notes
due 2041
|
$491,030,000
|
$245,158,000
|
49.977%
|
031162BE9/
US031162BE93
|
4.95% Senior Notes
due 2041
|
$323,794,000
|
$0
|
0%
|
031162BZ2/
US031162BZ23
|
4.40% Senior Notes
due 2045
|
$939,837,000
|
$0
|
0%
|
The withdrawal date (5:00 p.m.,
New York City time, on
August 12, 2020) 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, New York City time, at
the end of August 26, 2020, unless
extended by Amgen (such date and time, as it may be extended, the
"Expiration Date").
Exchange Eligible Holders that validly tendered and did not
validly withdraw their Old Notes at or prior to the Early
Participation Date will be eligible to receive the applicable Total
Exchange Price set forth in the first table above (each, a "Total
Exchange Price"), which includes an early exchange premium equal to
$30.00 in principal amount of New
Notes for 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").
In addition to the applicable Total 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 Early Settlement Date in cash.
Amgen has elected to conduct an early settlement for Old Notes
tendered at or prior to the Early Participation Date and accepted
by Amgen. Such early settlement is expected to occur on
August 17, 2020 (the "Early
Settlement Date"), subject to all the conditions to the Exchange
Offers having been satisfied or waived by Amgen.
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 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
or the United Kingdom 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 any statements on the outcome, benefits and synergies of
collaborations, or potential collaborations, with any other
company, including Adaptive Biotechnologies (including statements
regarding such collaboration's, or our own, ability to
discover and develop fully-human neutralizing antibodies targeting
SARS-CoV-2 to potentially prevent or treat COVID-19), BeiGene,
Ltd., or the Otezla® (apremilast) acquisition, 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, effects of pandemics or
other widespread health problems such as the ongoing COVID-19
pandemic on our business, outcomes, progress or effects relating to
studies of Otezla as a potential treatment for COVID-19, the
completion of the Exchange Offers 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. An outbreak
of disease or similar public health threat, such as COVID-19, and
the public and governmental effort to mitigate against the spread
of such disease, could have a significant adverse effect on the
supply of materials for our manufacturing activities, the
distribution of our products, the commercialization of our product
candidates, and our clinical trial operations, and any such events
may have a material adverse effect on our product sales, product
development, business and results of operations. 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 collaborate with or acquire other companies, products or
technology, and to integrate the operations of companies or to
support the products or technology 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 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 Rowland, 805-447-5631
(media)
Megan Fox, 805-447-1423 (media)
Arvind Sood, 805-447-1060
(investors)
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SOURCE Amgen