Press release
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
About this update from Amgen Inc.
[{"type":"text","content":"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\nTHIS ANNOUNCEMENT IS BEING MADE PURSUANT TO RULE 2.7 OF THE IRISH TAKEOVER RULES\nFOR IMMEDIATE RELEASE\nRECOMMENDED CASH OFFER\nfor\nHORIZON THERAPEUTICS PLC\nby\nPillartree Limited, a newly formed private limited company wholly owned by Amgen Inc.\nto be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014\nSummary\nThe 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\nThe 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); anda 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 financi...