THOUSAND OAKS, California,
July 26, 2019 /PRNewswire/ --
The Offer is not being made, and this press release may not
be distributed, directly or indirectly, in or into, nor will any
tender of shares be accepted from or on behalf of holders in,
Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa, or any other jurisdiction in which the making of the
Offer, the distribution of this press release or the acceptance of
any tender of shares would contravene applicable laws or
regulations or require further offer documents, filings or other
measures in addition to those required under Swedish
law.
Shareholders in the United
States should refer to the section entitled "Important
Information to U.S. Shareholders" at the end of this press
release.
On 22 May 2019 at 08:00 CEST, Amgen Inc. ("Amgen")
(NASDAQ:AMGN) announced a recommended public cash offer to the
shareholders of Nuevolution AB (publ) ("Nuevolution") to
tender all their shares in Nuevolution to Amgen (the
"Offer") for SEK 32.50 per
share in cash. During the initial acceptance period, which ended on
4 July 2019, Nuevolution shareholders
representing approximately 97.6% of the total number of issued and
outstanding shares and votes in Nuevolution1 had
accepted the Offer. Under Amgen's separate offer to the holders of
warrants issued by Nuevolution to the participants under the
incentive programs implemented by Nuevolution (the
"Warrants"), all 5,109,254 Warrants allotted under the
programs were tendered. In total, the securities tendered by
shareholders and Warrant holders into the Offer and the Warrant
offer, respectively, corresponded to approximately 97.8% of the
total number of shares and votes in Nuevolution on a fully diluted
basis.2 In connection with the announcement of the
outcome of the Offer on 8 July 2019,
Amgen declared the Offer unconditional and extended the acceptance
period until 24 July 2019, to give
remaining shareholders of Nuevolution the possibility to accept the
Offer.
At the end of the extended acceptance period on 24 July 2019, Nuevolution shareholders
representing an additional 230,932 shares and votes in Nuevolution,
corresponding to approximately 0.47% of the total number of issued
and outstanding shares and votes in Nuevolution (approximately
0.42% of the total number of shares and votes in Nuevolution on a
fully diluted basis) had accepted the Offer.
Consequently, after the end of the extended acceptance period,
Amgen controls a total of 48,544,156 shares and votes in
Nuevolution, corresponding to approximately 98.0% of the total
number of issued and outstanding shares and votes in Nuevolution
(approximately 88.9% of the total number of shares and votes in
Nuevolution on a fully diluted basis). In the aggregate, the
securities tendered by shareholders and Warrant holders into the
Offer and the Warrant offer, respectively, correspond to
approximately 98.2% of the total number of shares and votes in
Nuevolution on a fully diluted basis. Amgen did not own or control
any securities in Nuevolution at the time of the Offer
announcement, and has not, since then, acquired any securities in
Nuevolution outside of the Offer and the Warrant offer.
Amgen will not extend the acceptance period further and the
Offer is thereby closed. Settlement in respect of the remaining
shares tendered during the extended acceptance period is expected
to occur on or around 31 July
2019.
Amgen has initiated compulsory acquisition proceedings with
respect to the Nuevolution shares that have not been tendered into
the Offer. Nuevolution's shares have been delisted from Nasdaq
Stockholm. The last day of trading was 26 July 2019, in accordance with the information
provided by Nuevolution in a press release on 12 July 2019.
Information about the Offer is made available at:
http://www.amgen.com/amgen/announcement and
www.sebgroup.com/prospectuses.
For further information, please contact:
Investors: Arvind Sood, Amgen Inc., +1
805-447-1060.
Media: Trish Hawkins, Amgen Inc., +1
805-447-5631.
Amgen discloses the information provided herein pursuant to
Nasdaq Stockholm's Takeover Rules. The information was submitted
for publication on 26 July 2019,
22:00 CEST.
Important information
This press release has been published in Swedish and
English.
The Offer, pursuant to the terms and conditions presented in the
Offer Document, has not been made to persons whose participation in
the Offer requires that any additional offer document is prepared
or registration effected or that any other measures are taken in
addition to those required under Swedish law.
This press release is not being published in or distributed to
or into and must not be mailed or otherwise distributed or sent in
or into any jurisdiction in which the distribution or offering
would require any such additional measures to be taken or would be
in conflict with any laws or regulations in such jurisdiction.
Persons who receive this press release (including, without
limitation, nominees, trustees and custodians) and are subject to
the laws of any such jurisdiction will need to inform themselves
about, and observe, any applicable restrictions or requirements.
Any failure to do so may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by
applicable law, Amgen disclaims any responsibility or liability for
the violations of any such restrictions by any person. Any
purported acceptance of the Offer resulting directly or indirectly
from a violation of these restrictions may be disregarded.
Notwithstanding the foregoing, Amgen reserves the right to
permit the Offer to be accepted by persons not resident in
Sweden if, in its sole discretion,
Amgen is satisfied that such transaction can be undertaken in
compliance with applicable laws and regulations.
To the extent permissible under applicable law or regulation,
Amgen or its brokers may purchase, or conclude agreements to
purchase, shares in Nuevolution, directly or indirectly, outside of
the scope of the Offer, before, during or after the period in which
the Offer remains open for acceptance. This also applies to other
securities which are directly convertible into, exchangeable for,
or exercisable for Nuevolution shares, such as warrants. These
purchases may be completed via the stock exchange at market prices
or outside the stock exchange at negotiated prices. Any information
on such purchases will be disclosed as required by law or
regulation in Sweden.
Important information to U.S. shareholders
The
Offer described in this press release has been made for the shares
in Nuevolution, a Swedish company. The Offer has been made in
the United States pursuant to an
exemption from certain U.S. tender offer rules provided by Rule
14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), in compliance with Section
14(e) of the U.S. Exchange Act and otherwise in accordance with the
requirements of Swedish law. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those
applicable under U.S. domestic tender offer procedures and laws. It
may be difficult for U.S. shareholders to enforce their rights and
any claim arising out of the U.S. federal securities laws, since
Nuevolution is organized in a non-U.S. jurisdiction, and some or
all of its officers and directors may be residents of a non-U.S.
jurisdiction. U.S. shareholders may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgement. The receipt of cash
pursuant to the Offer by shareholders who are U.S. taxpayers may be
a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other
tax laws. Each shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of
the Offer. In accordance with normal Swedish practice and pursuant
to Rule 14e-5(b) of the U.S. Exchange Act, Amgen and its affiliates
or brokers (acting as agents for Amgen or its affiliates, as
applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly purchase, or arrange to purchase
outside the United States, shares in Nuevolution that are the
subject of the Offer or any securities that are convertible into,
exchangeable for or exercisable for such shares before or during
the period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. To the extent
information about such purchases or arrangements to purchase is
made public in Sweden, such information will be disclosed to U.S.
shareholders of Nuevolution. In addition, the financial advisors to
Amgen may also engage in ordinary course trading activities in
securities of Nuevolution, which may include purchases or
arrangements to purchase such securities.
For purposes of this section "United
States" and "U.S." means the
United States of America (its territories and possessions,
all states of the Unites States of America and the District of Columbia).
Forward-looking statements
This press 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 statement on the outcome
of the Offer and any resulting transactions, the benefits and
synergies of any such transactions, the potential consequences of
the Offer for those shareholders of Nuevolution who choose not to
accept the Offer, future opportunities for Amgen or Nuevolution and
any 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 do not represent facts and involve significant risks and
uncertainties, including those discussed above and more fully
described in the U.S. Securities and Exchange Commission reports
filed by Amgen, including its 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 press release and, unless
required under Nasdaq Stockholm's Takeover Rules or applicable law,
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 Amgen projects.
1 Based on 49,524,903 shares, the total number
of issued and outstanding shares in Nuevolution as of 26 July 2019.
2 The fully diluted numbers in this press release
have been calculated based on all Warrants allotted and do not
include the 488,906 issued Warrants held by Nuevolution's
wholly-owned subsidiary, Nuevolution A/S.
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