Amgen Stockholders Approve Issuance of Shares in Connection with Immunex Acquisition
THOUSAND OAKS, Calif. - May 16, 2002 - Amgen (Nasdaq: AMGN), announced that its
stockholders approved the issuance of shares of Amgen common stock in connection
with the company's proposed acquisition of Immunex Corporation (Nasdaq: IMNX)
at Amgen's 2002 Annual Meeting of Stockholders held today. Upon the completion
of the acquisition, Immunex shareholders will receive 0.44 of a share of Amgen
common stock and $4.50 in cash for each share of Immunex common stock that they
Immunex will also be holding its 2002 Annual Meeting of
Shareholders today at which its shareholders will be considering the approval
of the merger agreement with Amgen. Wyeth (formerly American Home Products Corp.),
which beneficially owns approximately 41 percent of Immunex's outstanding shares,
previously agreed to vote all of its shares in favor of the transaction.
"We are very pleased by Amgen's stockholders' overwhelming
support for the transaction," said Kevin Sharer, Amgen's Chairman and Chief
Executive Officer. "With this acquisition, Amgen, the world's largest biotechnology
company, will acquire the Seattle-based biotechnology company, Immunex. Upon
the close of this transaction, we look forward to adding Enbrel(R), a proven blockbuster
in the treatment of inflammation, to Amgen's portfolio of blockbuster medicines."
In addition to Immunex shareholder approval, the close of
the transaction remains subject to certain customary regulatory approvals, as
well as other customary closing conditions.
This news release contains forward-looking statements that
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 Form 10-Q. Whether the consents and approvals
necessary to complete the transaction can be obtained is uncertain. Furthermore,
Amgen can give no assurance when and if the acquisition will be completed. Amgen
conducts research in the biotechnology/pharmaceutical field where movement from
concept to product is uncertain; consequently, there can be no guarantee that
any particular product candidate will be successful and become a commercial
Furthermore, our research, testing, pricing, marketing and
other operations are subject to extensive regulation by domestic and foreign
government regulatory authorities. In addition, sales of our products are affected
by reimbursement policies imposed by third party payors, including governments,
private insurance plans and managed care providers. These government regulations
and reimbursement policies may affect the development, usage and pricing of
In addition, 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.
Because forward-looking statements involve risks and uncertainties,
actual results may differ materially from current results expected by Amgen.
Amgen is providing this information as of May 16, 2002 and expressly disclaims
any duty to update information contained in this press release.
Amgen is a global biotechnology company that discovers,
develops and manufactures important human therapeutics based on advances in
cellular and molecular biology.
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Contact: Amgen, Thousand Oaks
Jeff Richardson, 805-447-3227
Cary Rosansky, 805/447-4634 (investors)