THOUSAND OAKS, Calif.,
Aug. 13, 2020 /PRNewswire/
-- Amgen Inc. (NASDAQ:AMGN) announced today the early tender
results 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").
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 $800,000,000 (such amount, the "Maximum Notes
Exchange Cap"). In addition, the aggregate amount of the New Notes
Premium (as defined in the Confidential Offering Circular (as
defined herein)) resulting from the Exchange Offers shall not
exceed $350,000,000 (such amount, the
"Maximum New Notes Premium 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 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. ("D.F. King"), 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.
Based on information provided by D.F. King, 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 herein) pursuant to the Exchange
Offers:
CUSIP/ISIN
Number
|
|
Old
Notes
|
|
Acceptance
Priority
Level
|
|
Principal
Amount
Outstanding
|
|
Principal
Amount
Tendered by the Early
Participation Date
|
031162AY6/US031162
AY66
|
|
6.90% Senior
Notes
due 2038
|
|
1
|
|
$290,616,000
|
|
$37,335,000
|
031162AW0/US031162
AW01
|
|
6.375% Senior
Notes
due 2037
|
|
2
|
|
$552,410,000
|
|
$73,531,000
|
031162BA7/US031162
BA71
|
|
6.40% Senior
Notes
due 2039
|
|
3
|
|
$466,320,000
|
|
$133,310,000
|
031162BC3/
US031162BC38
|
|
5.75% Senior
Notes
due 2040
|
|
4
|
|
$
412,120,000
|
|
$39,022,000
|
031162BH2/
US031162BH25
|
|
5.65% Senior
Notes
due 2042
|
|
5
|
|
$487,020,000
|
|
$71,602,000
|
031162BP4/
US031162BP41
|
|
5.375% Senior
Notes
due 2043
|
|
6
|
|
$261,077,000
|
|
$76,199,000
|
031162BK5/
US031162BK53
|
|
5.15% Senior
Notes
due 2041
|
|
7
|
|
$974,045,000
|
|
$491,030,000
|
031162BE9/
US031162BE93
|
|
4.95% Senior
Notes
due 2041
|
|
8
|
|
$600,000,000
|
|
$323,794,000
|
031162BZ2/US031162B
Z23
|
|
4.40% Senior
Notes
due 2045
|
|
9
|
|
$2,250,000,000
|
|
$939,837,000
|
|
|
|
|
|
|
Total:
|
|
$2,185,660,000
|
Subject to the terms and conditions of the Exchange Offers,
Amgen will accept for exchange the Old Notes of any series validly
tendered, and not validly withdrawn, in the 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 Notes Exchange Cap and/or the Maximum New Notes Premium
Cap, each series of Old Notes validly tendered in the Exchange
Offers that has a higher Acceptance Priority Level will be accepted
for exchange before any series of Old Notes validly tendered in the
Exchange Offers that has a lower Acceptance Priority Level. If the
remaining available portion of the Maximum Notes Exchange Cap or
the Maximum New Notes Premium Cap, as applicable, 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 Notes
Exchange Cap or Maximum New Notes Premium Cap, as applicable, 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 than at which
proration occurs will not be accepted for exchange. As set forth in
the Confidential Offering Circular, Amgen may elect, in its sole
discretion, to increase the Maximum Notes Exchange Cap and/or the
Maximum New Notes Premium Cap, but is under no obligation to
do so.
All Old Notes that are tendered for exchange in the Exchange
Offers on or before the Early Participation Date will have priority
over Old Notes that are tendered for exchange after the Early
Participation Date. If the principal amount of Old Notes validly
tendered and not validly withdrawn on or before the Early
Participation Date constitutes a principal amount of Old Notes
that, if accepted by Amgen, would result in Amgen issuing New Notes
having an aggregate principal amount equal to or in excess of the
Maximum Notes Exchange Cap, unless Amgen elects, in its sole
discretion, to increase the Maximum Notes Exchange Cap, Amgen will
not accept any Old Notes tendered for exchange after the Early
Participation Date (even if they are of Acceptance Priority Level
1). In addition, if the aggregate amount of the New Notes Premium
resulting from Old Notes tendered for exchange in the Exchange
Offers on or before the Early Participation Date, and accepted by
Amgen, equals or exceeds the Maximum New Notes Premium Cap, unless
Amgen elects, in its sole discretion, to increase the Maximum New
Notes Premium Cap, Amgen will not accept any Old Notes tendered for
exchange after the Early Participation Date (even if they are of
Acceptance Priority Level 1).
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"). The prices for the New Notes offered in
the Exchange Offers will be determined at 10:00 a.m., New York
City time, on August 13, 2020,
unless extended by Amgen (such date and time, as it may be
extended, the "Price Determination 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 August 12, 2020
(the "Early Participation Date") will be eligible to receive the
applicable Total Exchange Price (as defined in the Confidential
Offering Circular), 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").
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 (as defined in the Confidential Offering Circular),
but will not receive the Early Exchange Premium.
The Total Exchange Price payable by Amgen for each $1,000 principal amount of Old Notes tendered for
exchange, and accepted by Amgen, will consist of a combination of
cash and a principal amount of New Notes (together, a "Payment
Amount") equal to the applicable Total Exchange Price of the series
of Old Notes tendered. The Exchange Prices will be paid in the same
manner as the Total Exchange Prices except that the principal
amount of New Notes constituting a portion of the Payment Amount
will be reduced by the Early Exchange Premium. The Total Exchange
Price will be calculated on the Price Determination Date, unless
extended by Amgen. Amgen may, at its option, elect to increase or
decrease the principal amount of New Notes exchangeable for each
$1,000 principal amount of the
applicable Old Notes tendered and accepted by up to $100 per $1,000
principal amount. Such adjustments would affect the composition,
but not the amount, of the Total Exchange Price and the Exchange
Price for such series of Old Notes. Amgen expects any such election
to be made as of the Price Determination Date. 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 applicable Settlement Date (as defined herein)
in cash.
Amgen reserves the right, but is under no obligation, at any
point following the Early Participation Date and before the
Expiration Date, to accept for exchange any Old Notes validly
tendered at or prior to the Early Participation Date (the date of
such exchange, the "Early Settlement Date"). The Early Settlement
Date will be determined at Amgen's option and is currently expected
to occur on August 17, 2020, the
third business day immediately following the Early Participation
Date. If, after the Early Participation Date, Amgen chooses to
exercise its option to have an Early Settlement Date and all
conditions to the relevant Exchange Offers have been or are
concurrently satisfied or waived by Amgen, including satisfaction
or waiver of the Accounting Treatment Condition, the Minimum Issue
Condition and the Yield Condition (each as defined in the
Confidential Offering Circular), and subject to each of the Maximum
Notes Exchange Cap and the Maximum New Notes Premium Cap, Amgen
will accept for exchange all Old Notes validly tendered in the
Exchange Offers prior to the Early Participation Date, and the
exchange for such Old Notes will be made on the Early Settlement
Date.
Whether or not Amgen chooses to exercise its option to have an
Early Settlement Date, if, at or prior to the Expiration Date, all
conditions to the relevant Exchange Offer have been or concurrently
are satisfied or waived by Amgen, including satisfaction or waiver
of the Accounting Treatment Condition, the Minimum Issue Condition
and the Yield Condition, and subject to each of the Maximum Notes
Exchange Cap and the Maximum New Notes Premium Cap, Amgen will
accept for exchange all Old Notes validly tendered in such Exchange
Offer at or prior to the Expiration Date, and not validly withdrawn
at or prior to the Withdrawal Date (the date of such exchange, the
"Final Settlement Date").The Final Settlement Date for the Exchange
Offers will be promptly after the Expiration Date and is currently
expected to occur on August 28, 2020,
the second business day immediately following the Expiration Date.
Each of the Early Settlement Date and the Final Settlement Date is
referred to as a "Settlement Date."
Consummation of the Exchange Offers is subject to the
satisfaction of certain 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 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