お知らせ • Oct 07
Amgen Inc. (NasdaqGS:AMGN) completed the acquisition of Horizon Therapeutics Public Limited Company (NasdaqGS:HZNP).
Amgen Inc. (NasdaqGS:AMGN) entered into a transaction agreement to acquire Horizon Therapeutics Public Limited Company (NasdaqGS:HZNP) for $27.1 billion on December 11, 2022. Under the agreement, Amgen will acquire all shares of Horizon for $116.50 per share in cash for a transaction equity value of approximately $27.8 billion. The transaction will be financed from a Bridge Credit Agreement, dated December 12, 2022, for an aggregate amount of $24.5 billion and $4.0 billion term loan credit agreement. In case of termination, Horizon Therapeutics Public Limited Company will be required to reimburse Amgen Inc. for an amount up to and not more than $278.4 million and Amgen will pay Horizon a reverse termination payment of $974.4 million. The transaction is subject to approval by shareholders of Horizon, the sanction of the Scheme by the Irish High Court, the receipt of required antitrust clearances in the United States, Austria and Germany, the receipt of required foreign investment clearances in France, Germany, Denmark and Italy and customary regulatory approvals. The agreement is approved by board of directors of Horizon. On January 30, 2023, the waiting period imposed by the HSR Act is extended until 30 days after Horizon and Amgen have substantially complied with the second request. On February 24, 2023, Horizon shareholders approved the transaction at special shareholder meeting. As of April 17, 2023, the Irish High Court hearing to sanction the transaction is expected to take place on May 22, 2023. On May 16, 2023. As of September 5, 2023, the Irish High Court hearing to sanction the transaction is expected to take place on October 2, 2023. The FTC filed a lawsuit in federal court to block the transaction, saying it would enable Amgen to use rebates on its existing blockbuster drugs to pressure insurance companies and pharmacy benefit managers. The court scheduled an evidentiary hearing on the FTC’s request for a preliminary injunction beginning on September 11, 2023. Based on the court’s schedule, Horizon, Amgen and the FTC then jointly proposed an extension of the Initial Stipulated TRO to the earlier of October 31, 2023, or the second business day after the court rules on the FTC’s request for a preliminary injunction. On June 2, 2023, the court issued an order granting the Revised Stipulated TRO, and Amgen expects that the schedule set by the court would allow the Acquisition to close by mid-December, if the court denies the FTC’s request for a preliminary injunction. As of June 22, 2023, the states of California, Minnesota and Wisconsin joined a Federal Trade Commission lawsuit to stop acquisition. The transaction is expected to be completed in the first half of 2023. In April 2023, Amgen stated to complete the transaction by the end of June 2023. The transaction will result in substantial value creation for shareholders of both companies, will accelerate revenue growth; be accretive to non-GAAP earnings from 2024 and result in annual pre-tax efficiencies of at least $500 million by the end of the third fiscal year following transaction close. AS of September 1, 2023, Amgen, Horizon entered into a consent order agreement with the Federal Trade Commission (FTC) that resolves the pending FTC administrative lawsuit. This clears the path to take the final steps to close Amgen's acquisition of Horizon. As of September 1, 2023, the transaction is expected to close in early fourth quarter of 2023. As of September 11, 2023, Horizon, Amgen jointly acknowledged that the “End Date” under the transaction agreement has been extended to the Second Extended End Date, which is December 12, 2023. As on October 5, 2023, Horizon Therapeutics plc announces that the Irish High Court (the "Court") has today sanctioned the scheme of arrangement between Horizon and its shareholders, As set out in the definitive proxy statement filed by the Company with the United States Securities and Exchange Commission (the "SEC") on January 23, 2023 (the "Proxy Statement"), completion of the Proposed Transaction remains subject to the delivery to the Registrar of Companies (the "Registrar") in Ireland of a copy of the order of the Court sanctioning the Scheme under section 453 of the Irish Companies Act 2014 (the "Order"). Assuming that a copy of the Order is processed and made available to Horizon by no later than the morning of October 6, 2023 (Irish time), the Order is expected to be delivered to the Registrar on October 6, 2023 and, accordingly, the Scheme is expected to take effect on October 6, 2023. Morgan Stanley & Co. LLC acted as financial advisor and Fairness opinion provider; J.P. Morgan Securities LLC acted as financial advisor. Horizon has agreed to pay Morgan Stanley a fee of $80 million for its services and for the fairness opinion. Barbara Borden, Rama Padmanabhan, Rowook Park, Kay Chandler, Ross Eberly, Todd Gluth, Jacqueline Grise, Alexander Israel, Rishab Kumar, Chadwick Mills, Phil Mitchell, Alessandra Murata, John Paul Oleksiuk, Michael Tollini, Charity Williams, Elizabeth Anne Wright, David Burns, Stella Sarma and Matt Silverman of Cooley LLP and Matheson Ormsby Prentice acted as legal advisors to Horizon Therapeutics Public Limited Company. PJT Partners (UK) Limited and Citigroup Global Markets Inc. acted as financial advisors and Ari Blaut, Presley Warner, Joyce Kwok, Matthew Squire, Hannah Cockle, Dermot Costello, Heather Coleman, Rebecca Rabinowitz, Davis Wang, HyunKyu Kim, Stephen Profeta, Nader A. Mousavi, RuiHui (Rachel) Yu, KJ Lim, Jamie Chang, Elizabeth Levin, Elianne Neuman Schiff, Renata Hesse, Michael Rosenthal, Alexander Minore, Matt Bogdan, Marielena Doeding, Frank Aquila, Miaoting (Mimi) Wu, Spencer Nord and Andrew Kim of Sullivan & Cromwell LLP and William Fry, Solicitors acted as legal advisors to Amgen Inc. Andrew Bab of Debevoise & Plimpton LLP is advising J.P. Morgan Securities LLC. Macfarlanes acted as legal advisor to PJT Partners (UK) Limited. Robert Stebbins and Laura Delanoy of Willkie Farr & Gallagher LLP acted as legal advisor to Morgan Stanley & Co. LLC in the transaction. Horizon has engaged Alliance Advisors, a proxy solicitation firm, to solicit proxies in connection with the special meetings at a cost of approximately $30,000, plus expenses.Amgen Inc. (NasdaqGS:AMGN) completed the acquisition of Horizon Therapeutics Public Limited Company (NasdaqGS:HZNP) on October 6, 2023. Acceleration of revenue growth; expected to be accretive to non-GAAP earnings per share from 2024.