Post by Uncle on Dec 13, 2022 14:32:47 GMT
Amgen’s $27.8B acquisition of Horizon is the year’s biggest deal
BioWorld
Dec. 12, 2022
The successful suitor for Horizon Therapeutics plc has been revealed as Amgen Inc., which will buy the Dublin-based company for $27.8 billion in cash in what is by far the year’s biggest acquisition.
The deal brings successful biologics into Amgen’s portfolio that include Tepezza (teprotumumab), a monoclonal antibody targeting insulin-like growth factor 1 for treating thyroid eye disease, Krystexxa (pegloticase), a pegylated uricase enzyme for treating chronic refractory gout, and Uplizna (inebilizumab), a monoclonal antibody targeting insulin-like growth factor 1 for treating thyroid eye disease (TED).
In late November, Dublin-based Horizon disclosed that it was in “highly preliminary” discussions about interest in a takeover expressed by Sanofi SA, Janssen Global Services LLC and Amgen. The companies had until Jan. 10, 2023, to report if they intended to make an offer or not. Sanofi bowed out Dec. 11, saying transaction price expectations failed to meet its value creation criteria, that it was no longer in discussions with Horizon and did not intend to make an offer.
Robert Bradway, Amgen’s CEO, told investors in an early morning Dec. 12 conference call that his company had been eyeing Horizon “for some time.” He added that the acquisition brings a balance among the oncology, inflammation and general medicine portions of Amgen’s business, building on the company’s success in rare diseases. The transaction also, according to Amgen, produces annual pre-tax efficiencies of at least $500 million by the end of the third fiscal year following the deal’s close, which is anticipated to be in the first half of 2023.
Amgen said year to date, third-quarter 2022 worldwide net sales of Tepezza were $1.5 billion, a 37% year over year increase. For Krystexxa, Amgen listed year to date, third-quarter 2022 worldwide net sales of $500 million, a 27% year over year increase. For Uplizna, third quarter worldwide net sales were $113 million, a 148% year over year increase. Uplizna is in two phase III studies, one for myasthenia gravis and the other for IgG4-related disease.
Not swooning over the purchase amount was Evercore ISI analyst Umer Raffat. In a Dec. 12 note to investors, he acknowledged that Amgen historically has been a best-in-class capital allocator and that Tepezza “is a really good drug.” However, he said he struggled to see Amgen’s upside given the valuation being paid. If Horizon really does about $6.5 billion in peak sales, he wrote, there is a net present value of about what Amgen is paying. However, he added, there are issues with the deal’s big driver, Tepezza. For instance, it’s a finite duration regimen “and such drugs always peak fast,” he wrote. The next leg of its U.S. growth has to be the chronic market, Raffat wrote.
Piper Sandler analysts David Amsellem and Isaac Somekh wrote Dec. 12 that the deal price is fair and the culmination of a "remarkable” business transformation, speaking to management’s “keen eye for emerging assets and formidable execution on a number of fronts.” The analysts noted that Horizon gained Tepezza through its purchase of River Vision for an up-front $145 million in 2017.
Tepezza was approved by the U.S. FDA in January 2020 for treating TED, a progressive autoimmune condition that disproportionately affects women. Horizon has Tepezza in a phase III study called OPTIC-J in Japan evaluating the treatment for active TED, a rare autoimmune disease involving tissues around and behind the eyes, causing inflammation, swelling and damage that develops into debilitating signs and symptoms. Amgen said the study’s chronic/low clinical activity score data are expected in 2023.
The uncertainty of the study’s outcome is a risk, SVB Securities analyst David Risinger wrote Dec. 12. Even if it succeeds, he continued, “Tepezza sales could roll over mid-late decade since the market will have been ‘tapped’ [recall Tepezza is a six-month treatment] and competitive pressures appear set to intensify.”
Waltham, Mass.-based Viridian Therapeutics Inc. is a competitor. On Nov. 14, new, positive top-line data were released from the first two cohorts in its ongoing phase I/II trial with VRDN-001, an anti-IGF-1R antibody like Tepezza, in patients with active TED.
Horizon’s stock (NASDAQ:HZNP) closed 15.5% upward on Dec. 12 at $112.36 per share.
M&A in ‘22
M&As have been way down this year, according to BioWorld statistics. This latest deal represents about 37% of the 2022 total, which is $75.27 billion, and will give M&As a massive head start in the new year.
The year’s biggest completed deal so far had been CSL Ltd.’s acquisition of Vifor Pharma Ltd. for an equity value of $11.7 billion. That deal was announced in December 2021.
Right behind that was May’s Pfizer Inc. takeover of Biohaven Pharmaceutical Holding Co. Ltd. for $11.6 billion. That deal brought Pfizer Nurtec ODT (rimegepant), a calcitonin gene-related peptide receptor antagonist first approved in February 2020 for acute migraine in adults with or without aura.
Behind those top two deals for 2022 are, in order, the Pfizer/Arena Pharmaceuticals Inc. acquisition for $6.2 billion, the Pfizer/Global Blood Therapeutics Inc. acquisition for $4.62 billion , the Bristol Myers Squibb Co./Turning Point Therapeutics Inc. acquisition for $4.1 billion and the Amgen/Chemocentryx Inc. acquisition for $3.7 billion.
The seventh largest M&A for the year was completed in November when Biocon Biologics Ltd. bought Viatris Inc.’s biosimilars business for $3.34 billion.
In August, Amgen paid $3.7 billion to buy Chemocentryx Inc. bringing Amgen Tavneos (avacopan), a first-in-class medicine for treating antineutrophil cytoplasmic antibody-associated vasculitis, which destroys small blood vessels.
REF:
Rule 2.7 Announcement: Amgen Inc to Acquire Horizon Therapeutics plc
THOUSAND OAKS, Calif., Dec. 12, 2022 /PRNewswire/ -- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Summary
The board of directors of Horizon Therapeutics plc (the "Company" or "Horizon") and the board of directors of Amgen Inc. ("Amgen") are pleased to announce that they have reached agreement on the terms of a cash offer for the Company by Pillartree Limited ("Acquirer Sub"), a newly formed private limited company wholly owned by Amgen, which is unanimously recommended by the Company Board and pursuant to which Acquirer Sub will acquire the entire issued and to be issued ordinary share capital of the Company. Under the terms of the Acquisition, each Company Shareholder at the Scheme Record Time will be entitled to receive:
$116.50 for each Company Share in cash
The Acquisition represents:
a premium of approximately 47.9% to the closing price of $78.76 per Company Share on November 29, 2022 (being the last closing price per Company Share prior to the Company's issuance of an announcement of a possible offer under Rule 2.4 of the Irish Takeover Rules); and a premium of approximately 19.7% to the closing price of $97.29 per Company Share on December 9, 2022.
The Acquisition values the entire issued and to be issued ordinary share capital of the Company at approximately $27.8 billion on a fully diluted basis and implies an enterprise value of approximately $28.3 billion.
Amgen has entered into a Bridge Credit Agreement, dated December 12, 2022, for an aggregate amount of $28.5 billion, by and among Amgen, Citibank N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Citibank, N.A. and Bank of America, N.A. as lead arrangers and book runners, and the other banks from time to time party thereto to finance, together with Amgen's own cash resources, the Acquisition. Further information on the financing of the Acquisition will be set out in the Proxy Statement (which will include the Scheme Document).
Commenting on today's announcement, Tim Walbert, chairman, president and chief executive officer of the Company said:
"In nearly 15 years, we have built one of the fastest growing and most respected companies in the biotechnology industry from the ground up. We have accomplished a tremendous amount for patients, their families and our customers, and created significant value for shareholders. These accomplishments are all rooted in our employees' deep commitment, dedication and personal passion for those impacted by rare, autoimmune and severe inflammatory diseases. Amgen is aligned with that commitment and passion and will continue to maximise the value of the current portfolio and pipeline and accelerate the ability to reach more patients globally."
Commenting on today's announcement, Robert A. Bradway, chairman and chief executive officer of Amgen said:
"The acquisition of Horizon is a compelling opportunity for Amgen and one that is consistent with our strategy of delivering long-term growth by providing innovative medicines that address the needs of patients who suffer from serious diseases. Amgen's decades of leadership in inflammation and nephrology, combined with our global presence and world-class biologics capabilities, will enable us to reach many more patients with first-in-class medicines like TEPEZZA, KRYSTEXXA and UPLIZNA. Additionally, the potential new medicines in Horizon's pipeline strongly complement our own R&D portfolio. The acquisition of Horizon will drive growth in Amgen's revenue and non-GAAP EPS and is expected to be accretive from 2024."
Amgen Background to and Reasons for the Acquisition
Amgen believes that there is a compelling strategic and financial rationale for undertaking the Acquisition, which is expected to deliver the following benefits:
Strengthens Amgen's portfolio of first-in-class / best-in-class innovative therapeutics by adding a complementary portfolio of medicines from Horizon that address the needs of patients suffering from rare diseases;
Capitalises on Amgen's 20-year commercial and medical legacy in inflammation and nephrology and its global scale to enhance the growth potential of Horizon's portfolio;
Utilises Amgen's industry-leading research and development, process development and global manufacturing expertise in biologic medicines for the benefit of Horizon's approved medicines and potential new medicines;
Generates robust cash flow (approximately $10 billion combined over twelve months through Q3 2022)[1] to support capital allocation priorities, including ongoing investment in innovation and continued dividend growth while sustaining a commitment to an investment grade credit rating;
Accelerates revenue growth and is expected to be accretive to non-GAAP earnings per share from 2024; and Increases efficiency for the Combined Group, leading to an estimated annual pre-tax cost reduction of at least $500 million by the end of the third fiscal year following Completion.
Company Board Recommendation
Having taken into account the relevant factors and applicable risks, the Company Board, which has been so advised by Morgan Stanley, which as financial advisor to the Company Board has rendered a fairness opinion, considers the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing its advice to the Company Board, Morgan Stanley has taken into account the commercial assessments of the Company Directors. The Company Board has unanimously determined that the Transaction Agreement and the Transactions, including the Scheme, are advisable for, fair to and in the best interests of, the Company Shareholders.
Accordingly, the Company Board unanimously recommends that Company Shareholders vote in favour of the Scheme Meeting Resolution and the Required EGM Resolutions, or, if the Acquisition is implemented by a Takeover Offer, accept or procure acceptance of such Takeover Offer.
Timeline and Conditions
It is agreed that the Acquisition will be implemented by way of an Irish High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act (although Acquirer Sub reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the provisions of the Transaction Agreement and the Irish Takeover Rules and with the consent of the Irish Takeover Panel).
The Acquisition will be subject to the satisfaction or waiver (as applicable) of the Conditions, which are set out in full in Appendix 3 (Conditions of the Acquisition and the Scheme) to this Announcement, including, in summary: the requisite approval by Company Shareholders of the Scheme Meeting Resolution and the Required EGM Resolutions; the sanction of the Scheme by the Irish High Court; and the receipt of required antitrust clearances in the United States, Austria and Germany and the receipt of required foreign investment clearances in France, Germany, Denmark and Italy.
It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Scheme Meeting and the EGM, the expected timetable for Completion and action to be taken by Company Shareholders, will be published as soon as practicable. It is anticipated that the Scheme will, subject to obtaining the necessary regulatory approvals, be declared effective in the first half of 2023. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.
[1] For the twelve months through Q3 2022, Amgen GAAP operating cash flow of $9.88 billion less Amgen capital expenditures of $883 million plus Horizon GAAP operating cash flow of $1.37 billion less Horizon capital expenditures of $56 million = ~$10 billion
Advisors
The Company's financial advisors in respect of the Acquisition are Morgan Stanley and J.P. Morgan. The Company's legal advisors are Cooley LLP and Matheson LLP.
Amgen's lead financial advisor in respect of the Acquisition is PJT Partners and its financial advisor is Citigroup. Amgen's legal advisors are Sullivan & Cromwell LLP and William Fry LLP.
About the Company Group
The Company is a public limited company registered in Ireland whose shares are admitted to trading on Nasdaq under the ticker "HZNP".
The Company is a global biotechnology company headquartered in Dublin, Ireland and is focused on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. The Company has 12 marketed medicines and a pipeline with more than 20 development programs. The Company has offices or a presence across four continents and more than 2,000 employees.
For more information about the Company Group, see www.horizontherapeutics.com.
About Amgen and Acquirer Sub
Acquirer Sub is a private limited company incorporated in Ireland established for the sole purpose of implementing the Acquisition and is a wholly owned subsidiary of Amgen. As of the date of this Announcement, the entire issued ordinary share capital of Acquirer Sub is owned by Amgen.
Amgen is a highly focused biotechnology company 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. Amgen is one of the 30 companies that comprise the Dow Jones Industrial Average and is also part of the Nasdaq-100 index.
REF: www.amgen.com/newsroom/press-releases/2022/12/rule-2-7-announcement-amgen-inc-to-acquire-horizon-therapeutics-plc
BioWorld
Dec. 12, 2022
The successful suitor for Horizon Therapeutics plc has been revealed as Amgen Inc., which will buy the Dublin-based company for $27.8 billion in cash in what is by far the year’s biggest acquisition.
The deal brings successful biologics into Amgen’s portfolio that include Tepezza (teprotumumab), a monoclonal antibody targeting insulin-like growth factor 1 for treating thyroid eye disease, Krystexxa (pegloticase), a pegylated uricase enzyme for treating chronic refractory gout, and Uplizna (inebilizumab), a monoclonal antibody targeting insulin-like growth factor 1 for treating thyroid eye disease (TED).
In late November, Dublin-based Horizon disclosed that it was in “highly preliminary” discussions about interest in a takeover expressed by Sanofi SA, Janssen Global Services LLC and Amgen. The companies had until Jan. 10, 2023, to report if they intended to make an offer or not. Sanofi bowed out Dec. 11, saying transaction price expectations failed to meet its value creation criteria, that it was no longer in discussions with Horizon and did not intend to make an offer.
Robert Bradway, Amgen’s CEO, told investors in an early morning Dec. 12 conference call that his company had been eyeing Horizon “for some time.” He added that the acquisition brings a balance among the oncology, inflammation and general medicine portions of Amgen’s business, building on the company’s success in rare diseases. The transaction also, according to Amgen, produces annual pre-tax efficiencies of at least $500 million by the end of the third fiscal year following the deal’s close, which is anticipated to be in the first half of 2023.
Amgen said year to date, third-quarter 2022 worldwide net sales of Tepezza were $1.5 billion, a 37% year over year increase. For Krystexxa, Amgen listed year to date, third-quarter 2022 worldwide net sales of $500 million, a 27% year over year increase. For Uplizna, third quarter worldwide net sales were $113 million, a 148% year over year increase. Uplizna is in two phase III studies, one for myasthenia gravis and the other for IgG4-related disease.
Not swooning over the purchase amount was Evercore ISI analyst Umer Raffat. In a Dec. 12 note to investors, he acknowledged that Amgen historically has been a best-in-class capital allocator and that Tepezza “is a really good drug.” However, he said he struggled to see Amgen’s upside given the valuation being paid. If Horizon really does about $6.5 billion in peak sales, he wrote, there is a net present value of about what Amgen is paying. However, he added, there are issues with the deal’s big driver, Tepezza. For instance, it’s a finite duration regimen “and such drugs always peak fast,” he wrote. The next leg of its U.S. growth has to be the chronic market, Raffat wrote.
Piper Sandler analysts David Amsellem and Isaac Somekh wrote Dec. 12 that the deal price is fair and the culmination of a "remarkable” business transformation, speaking to management’s “keen eye for emerging assets and formidable execution on a number of fronts.” The analysts noted that Horizon gained Tepezza through its purchase of River Vision for an up-front $145 million in 2017.
Tepezza was approved by the U.S. FDA in January 2020 for treating TED, a progressive autoimmune condition that disproportionately affects women. Horizon has Tepezza in a phase III study called OPTIC-J in Japan evaluating the treatment for active TED, a rare autoimmune disease involving tissues around and behind the eyes, causing inflammation, swelling and damage that develops into debilitating signs and symptoms. Amgen said the study’s chronic/low clinical activity score data are expected in 2023.
The uncertainty of the study’s outcome is a risk, SVB Securities analyst David Risinger wrote Dec. 12. Even if it succeeds, he continued, “Tepezza sales could roll over mid-late decade since the market will have been ‘tapped’ [recall Tepezza is a six-month treatment] and competitive pressures appear set to intensify.”
Waltham, Mass.-based Viridian Therapeutics Inc. is a competitor. On Nov. 14, new, positive top-line data were released from the first two cohorts in its ongoing phase I/II trial with VRDN-001, an anti-IGF-1R antibody like Tepezza, in patients with active TED.
Horizon’s stock (NASDAQ:HZNP) closed 15.5% upward on Dec. 12 at $112.36 per share.
M&A in ‘22
M&As have been way down this year, according to BioWorld statistics. This latest deal represents about 37% of the 2022 total, which is $75.27 billion, and will give M&As a massive head start in the new year.
The year’s biggest completed deal so far had been CSL Ltd.’s acquisition of Vifor Pharma Ltd. for an equity value of $11.7 billion. That deal was announced in December 2021.
Right behind that was May’s Pfizer Inc. takeover of Biohaven Pharmaceutical Holding Co. Ltd. for $11.6 billion. That deal brought Pfizer Nurtec ODT (rimegepant), a calcitonin gene-related peptide receptor antagonist first approved in February 2020 for acute migraine in adults with or without aura.
Behind those top two deals for 2022 are, in order, the Pfizer/Arena Pharmaceuticals Inc. acquisition for $6.2 billion, the Pfizer/Global Blood Therapeutics Inc. acquisition for $4.62 billion , the Bristol Myers Squibb Co./Turning Point Therapeutics Inc. acquisition for $4.1 billion and the Amgen/Chemocentryx Inc. acquisition for $3.7 billion.
The seventh largest M&A for the year was completed in November when Biocon Biologics Ltd. bought Viatris Inc.’s biosimilars business for $3.34 billion.
In August, Amgen paid $3.7 billion to buy Chemocentryx Inc. bringing Amgen Tavneos (avacopan), a first-in-class medicine for treating antineutrophil cytoplasmic antibody-associated vasculitis, which destroys small blood vessels.
REF:
Rule 2.7 Announcement: Amgen Inc to Acquire Horizon Therapeutics plc
THOUSAND OAKS, Calif., Dec. 12, 2022 /PRNewswire/ -- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER
for
HORIZON THERAPEUTICS PLC
by
Pillartree Limited, a newly formed private limited company wholly owned by Amgen Inc.
to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014
Summary
The board of directors of Horizon Therapeutics plc (the "Company" or "Horizon") and the board of directors of Amgen Inc. ("Amgen") are pleased to announce that they have reached agreement on the terms of a cash offer for the Company by Pillartree Limited ("Acquirer Sub"), a newly formed private limited company wholly owned by Amgen, which is unanimously recommended by the Company Board and pursuant to which Acquirer Sub will acquire the entire issued and to be issued ordinary share capital of the Company. Under the terms of the Acquisition, each Company Shareholder at the Scheme Record Time will be entitled to receive:
$116.50 for each Company Share in cash
The Acquisition represents:
a premium of approximately 47.9% to the closing price of $78.76 per Company Share on November 29, 2022 (being the last closing price per Company Share prior to the Company's issuance of an announcement of a possible offer under Rule 2.4 of the Irish Takeover Rules); and a premium of approximately 19.7% to the closing price of $97.29 per Company Share on December 9, 2022.
The Acquisition values the entire issued and to be issued ordinary share capital of the Company at approximately $27.8 billion on a fully diluted basis and implies an enterprise value of approximately $28.3 billion.
Amgen has entered into a Bridge Credit Agreement, dated December 12, 2022, for an aggregate amount of $28.5 billion, by and among Amgen, Citibank N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Citibank, N.A. and Bank of America, N.A. as lead arrangers and book runners, and the other banks from time to time party thereto to finance, together with Amgen's own cash resources, the Acquisition. Further information on the financing of the Acquisition will be set out in the Proxy Statement (which will include the Scheme Document).
Commenting on today's announcement, Tim Walbert, chairman, president and chief executive officer of the Company said:
"In nearly 15 years, we have built one of the fastest growing and most respected companies in the biotechnology industry from the ground up. We have accomplished a tremendous amount for patients, their families and our customers, and created significant value for shareholders. These accomplishments are all rooted in our employees' deep commitment, dedication and personal passion for those impacted by rare, autoimmune and severe inflammatory diseases. Amgen is aligned with that commitment and passion and will continue to maximise the value of the current portfolio and pipeline and accelerate the ability to reach more patients globally."
Commenting on today's announcement, Robert A. Bradway, chairman and chief executive officer of Amgen said:
"The acquisition of Horizon is a compelling opportunity for Amgen and one that is consistent with our strategy of delivering long-term growth by providing innovative medicines that address the needs of patients who suffer from serious diseases. Amgen's decades of leadership in inflammation and nephrology, combined with our global presence and world-class biologics capabilities, will enable us to reach many more patients with first-in-class medicines like TEPEZZA, KRYSTEXXA and UPLIZNA. Additionally, the potential new medicines in Horizon's pipeline strongly complement our own R&D portfolio. The acquisition of Horizon will drive growth in Amgen's revenue and non-GAAP EPS and is expected to be accretive from 2024."
Amgen Background to and Reasons for the Acquisition
Amgen believes that there is a compelling strategic and financial rationale for undertaking the Acquisition, which is expected to deliver the following benefits:
Strengthens Amgen's portfolio of first-in-class / best-in-class innovative therapeutics by adding a complementary portfolio of medicines from Horizon that address the needs of patients suffering from rare diseases;
Capitalises on Amgen's 20-year commercial and medical legacy in inflammation and nephrology and its global scale to enhance the growth potential of Horizon's portfolio;
Utilises Amgen's industry-leading research and development, process development and global manufacturing expertise in biologic medicines for the benefit of Horizon's approved medicines and potential new medicines;
Generates robust cash flow (approximately $10 billion combined over twelve months through Q3 2022)[1] to support capital allocation priorities, including ongoing investment in innovation and continued dividend growth while sustaining a commitment to an investment grade credit rating;
Accelerates revenue growth and is expected to be accretive to non-GAAP earnings per share from 2024; and Increases efficiency for the Combined Group, leading to an estimated annual pre-tax cost reduction of at least $500 million by the end of the third fiscal year following Completion.
Company Board Recommendation
Having taken into account the relevant factors and applicable risks, the Company Board, which has been so advised by Morgan Stanley, which as financial advisor to the Company Board has rendered a fairness opinion, considers the terms of the Acquisition as set out in this Announcement to be fair and reasonable. In providing its advice to the Company Board, Morgan Stanley has taken into account the commercial assessments of the Company Directors. The Company Board has unanimously determined that the Transaction Agreement and the Transactions, including the Scheme, are advisable for, fair to and in the best interests of, the Company Shareholders.
Accordingly, the Company Board unanimously recommends that Company Shareholders vote in favour of the Scheme Meeting Resolution and the Required EGM Resolutions, or, if the Acquisition is implemented by a Takeover Offer, accept or procure acceptance of such Takeover Offer.
Timeline and Conditions
It is agreed that the Acquisition will be implemented by way of an Irish High Court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act (although Acquirer Sub reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the provisions of the Transaction Agreement and the Irish Takeover Rules and with the consent of the Irish Takeover Panel).
The Acquisition will be subject to the satisfaction or waiver (as applicable) of the Conditions, which are set out in full in Appendix 3 (Conditions of the Acquisition and the Scheme) to this Announcement, including, in summary: the requisite approval by Company Shareholders of the Scheme Meeting Resolution and the Required EGM Resolutions; the sanction of the Scheme by the Irish High Court; and the receipt of required antitrust clearances in the United States, Austria and Germany and the receipt of required foreign investment clearances in France, Germany, Denmark and Italy.
It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Scheme Meeting and the EGM, the expected timetable for Completion and action to be taken by Company Shareholders, will be published as soon as practicable. It is anticipated that the Scheme will, subject to obtaining the necessary regulatory approvals, be declared effective in the first half of 2023. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.
[1] For the twelve months through Q3 2022, Amgen GAAP operating cash flow of $9.88 billion less Amgen capital expenditures of $883 million plus Horizon GAAP operating cash flow of $1.37 billion less Horizon capital expenditures of $56 million = ~$10 billion
Advisors
The Company's financial advisors in respect of the Acquisition are Morgan Stanley and J.P. Morgan. The Company's legal advisors are Cooley LLP and Matheson LLP.
Amgen's lead financial advisor in respect of the Acquisition is PJT Partners and its financial advisor is Citigroup. Amgen's legal advisors are Sullivan & Cromwell LLP and William Fry LLP.
About the Company Group
The Company is a public limited company registered in Ireland whose shares are admitted to trading on Nasdaq under the ticker "HZNP".
The Company is a global biotechnology company headquartered in Dublin, Ireland and is focused on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. The Company has 12 marketed medicines and a pipeline with more than 20 development programs. The Company has offices or a presence across four continents and more than 2,000 employees.
For more information about the Company Group, see www.horizontherapeutics.com.
About Amgen and Acquirer Sub
Acquirer Sub is a private limited company incorporated in Ireland established for the sole purpose of implementing the Acquisition and is a wholly owned subsidiary of Amgen. As of the date of this Announcement, the entire issued ordinary share capital of Acquirer Sub is owned by Amgen.
Amgen is a highly focused biotechnology company 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. Amgen is one of the 30 companies that comprise the Dow Jones Industrial Average and is also part of the Nasdaq-100 index.
REF: www.amgen.com/newsroom/press-releases/2022/12/rule-2-7-announcement-amgen-inc-to-acquire-horizon-therapeutics-plc
