Rule 2.7 Announcement: Amgen Inc to Acquire Horizon Therapeutics plc

DUBLIN--(BUSINESS WIRE)--Horizon Therapeutics plc (NASDAQ: HZNP):

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

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.

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.
• For more information about Amgen, see www.amgen.com.

Enquiries

Company
Investors: Tina Ventura Tel: +1 224 383 3344
Media: Geoff Curtis Tel: +1 224 383 3333

Morgan Stanley (Joint Financial Advisor to the Company)
Julie Rozenblyum Tel: +1 212 761 4000
Joe Modisett
Tedd Smith
David Kitterick Tel: +44 20 7425 8000

J.P. Morgan (Joint Financial Advisor to the Company)
Dwayne Lysaght Tel: +44 (0) 20 7742 4000
Jeremy Meilman Tel: +1 (212) 270-6000
Ben Carpenter Tel: +1 (212) 270-6000
Steve Frank Tel: +1 (212) 270-6000

Amgen
Investors: Arvind Sood Tel: +1 805 447 1060
Media: Jessica Akopyan Tel: +1 805 440 5721

PJT Partners (Lead Financial Advisor to Amgen)
Paul Taubman Tel: +1 212 364 7800
Tom Davidson Tel: +1 212 364 7800
Basil Geoghegan Tel: +44 (0)20 3650 1100
Daniel Lee Tel: +1 212 364 7800
Kush Nanjee Tel: +44 (0)20 3650 1100

Citigroup (Financial Advisor to Amgen)
Torrey Browder Tel: +44 20 7986 4000
Sumit Khedekar Tel: +44 20 7986 4000
Rob Way Tel: +44 20 7986 4000
Sian Evans Tel: +44 20 7986 4000
Marc Banziger Tel: +44 20 7986 4000

Edelman (PR Advisor to Amgen)
Lex Suvanto Tel: + 1 212 768 0550
Shannon Susko Tel: + 1 212 768 0550
Jamaal Mobley Tel: + 1 212 768 0550
Joe Carmody Tel: +353 1 592 1330
Piaras Kelly Tel: +353 1 592 1330
Feargal Purcell Tel: +353 1 592 1330

WEBCAST INFORMATION

Amgen will host a webcast call for the investment community at 5:00 a.m. Pacific Standard Time on December 12, 2022. Robert A. Bradway, chairman and chief executive officer, along with other members of Amgen's management team, will present an overview of Amgen’s acquisition of Horizon.

The webcast will be broadcast over the internet simultaneously and will be available to members of the news media, investors and the general public.

The webcast, as with other selected presentations regarding developments in Amgen's business given by Amgen management at certain investor and medical conferences, can be found on Amgen’s website, www.amgen.com, under “Investors”. Information regarding presentation times, webcast availability and webcast links are noted on Amgen's Investor Relations Events Calendar. The webcast will be archived and available for replay for at least 90 days after the event.

NO OFFER OR SOLICITATION

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable Law.

The Acquisition will be implemented by means of an Irish High Court-sanctioned scheme of arrangement on the terms provided for in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how Company Shareholders may vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition, should be made only on the basis of the information contained in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer Document).

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the Acquisition, the Company will file with the SEC a Proxy Statement (which will include the Scheme Document). The Proxy Statement will be mailed to Company Shareholders as of the record date to be established for voting at the Scheme Meeting or EGM. This Announcement is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its shareholders in connection with the Acquisition. BEFORE MAKING ANY VOTING DECISION, HOLDERS OF COMPANY SHARES ARE URGED TO READ THE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) ANY AMENDMENTS OR SUPPLEMENTS THERETO AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION, THE PARTIES TO THE SCHEME AND RELATED MATTERS.

Any vote in respect of the Scheme Meeting Resolution and the EGM Resolutions to approve the Acquisition, the Scheme or related matters, or other responses in relation to the Acquisition, should be made only on the basis of the information contained in the Proxy Statement (including the Scheme Document).

The Proxy Statement, if and when filed, as well as the Company’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at the Company’s website at www.horizontherapeutics.com. Company Shareholders and investors will also be able to obtain, without charge, a copy of the Proxy Statement (including the Scheme Document) and other relevant documents (when available) by directing a written request to the Company, Attn: Investor Relations, 70 St. Stephen’s Green, Dublin 2, D02 E2X4, Ireland, or by contacting Tina Ventura, Investor Relations, by email to ir@horizontherapeutics.com.

PARTICIPANTS IN THE SOLICITATION

The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from Company Shareholders in connection with the Acquisition and any other matters to be voted on at the Scheme Meeting or the EGM. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s definitive proxy statement on Schedule 14A for its 2022 annual general meeting of shareholders, dated and filed with the SEC on March 17, 2022. Other information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of Company Shareholders, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement (which will contain the Scheme Document) and other relevant materials to be filed with the SEC in connection with the Acquisition. You may obtain free copies of these documents using the sources indicated above.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Announcement contains certain statements about the Company and Amgen that are or may be forward-looking statements which include, but are not limited to, statements regarding expected timing, completion and effects of the Acquisition. These forward-looking statements are subject to the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, forward-looking statements often include words such as “expect,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “should,” “may,” “assume” and “continue” as well as variations of such words and similar expressions are intended to identify such forward-looking statements. The Company’s and Amgen’s expectations and beliefs regarding these matters may not materialise. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of the Parties to consummate the Acquisition in a timely manner or at all; the satisfaction (or waiver) of conditions to the consummation of the Acquisition, including with respect to the approval of Company Shareholders and required regulatory approvals; potential delays in consummating the Acquisition; the ability of the Company and Amgen to timely and successfully achieve the anticipated strategic benefits, synergies or opportunities expected as a result of the Acquisition; the successful integration of the Company into Amgen subsequent to Completion and the timing of such integration; the impact of changes in global, political, economic, business, competitive, market and regulatory forces; the impact of health pandemics, including the COVID-19 pandemic, on the Company’s or Amgen’s respective businesses; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Transaction Agreement; adverse effects on the market price of the Company’s or Amgen’s securities and on the Company’s or Amgen’s operating results because of a failure to complete the Acquisition; the effect of the announcement or pendency of the Acquisition on the Company’s or Amgen’s business relationships, operating results and business generally; costs related to the Acquisition; and the outcome of any legal proceedings that may be instituted against the Company, Amgen, Acquirer Sub or any of their respective directors or officers related to the Transaction Agreement or the Acquisition. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and Amgen’s most recent filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC by the Company or Amgen from time to time and available at www.sec.gov. These documents can be accessed on the Company’s web page at https://ir.horizontherapeutics.com/financial-information/sec-filings or on Amgen’s web page at https://investors.amgen.com/financials/sec-filings.

The forward-looking statements included in this Announcement are made only as of the date hereof. Neither the Company nor Amgen assumes any obligation to, and neither the Company nor Amgen intends to, update these forward-looking statements, except as required by applicable Law.

RESPONSIBILITY STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES

The Company Directors accept responsibility for the information contained in this Announcement relating to the Company, the Company Group and the Company Directors and members of their immediate families, related trusts and persons connected with them and for the Company Amgen Statements (as defined below), except for the statements made by Amgen in respect of the Company (the “Amgen Company Statements”). To the best of the knowledge and belief of the Company Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Amgen Directors and Acquirer Sub Directors accept responsibility for the information contained in this Announcement other than that relating to the Company, the Company Group and the Company Directors and members of their immediate families, related trusts and persons connected with them but including the Amgen Company Statements (for which the Amgen Directors and the Acquirer Sub Directors accept responsibility), and other than the statements made by the Company in respect of Amgen (the “Company Amgen Statements”). To the best of the knowledge and belief of the Amgen Directors (who have taken all reasonable care to ensure such is the case), the information contained in this Announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

IMPORTANT NOTICES RELATING TO FINANCIAL ADVISORS

Morgan Stanley & Co. LLC, acting through its affiliate Morgan Stanley & Co. International plc (together, “Morgan Stanley”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company as financial advisor and for no one else in relation to the matters referred to in this Announcement. In connection with such matters, Morgan Stanley and its directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in connection with the matters described in this Announcement or any matter referred to herein.

J.P. Morgan Securities LLC (“J.P. Morgan”), which is a registered broker dealer with the SEC, is acting as financial advisor to the Company in connection with the Acquisition. In connection with the Acquisition, J.P. Morgan and its directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan or for giving advice in connection with the Acquisition or any matter referred to herein.

PJT Partners, which is a registered broker dealer with the SEC, is acting exclusively for Amgen and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Amgen for providing the protections afforded to clients of PJT Partners nor for providing advice in relation to the matters referred to in this Announcement.

Geoffrey M. Curtis
Executive Vice President, Corporate Affairs and Chief Communications Officer
o +1.224.383.3333 | m +1.312.550.8138
gcurtis@horizontherapeutics.com