Amgen Announces Expiration and Results of its Exchange Offer for Its Outstanding Liquid Yield Option Notes Due 2032
THOUSAND OAKS, Calif.--(BUSINESS WIRE)--May 5, 2005--Amgen Inc.
(Nasdaq:AMGN), the world's largest biotechnology company, announced
today that it has completed its previously announced offer to exchange
up to $2,359,102,000 aggregate principal amount at maturity of its
outstanding Liquid Yield Option Notes due 2032 (the "Old Notes") for
an equal amount of its Zero Coupon Convertible Notes due 2032 (the
"New Notes"). The exchange offer expired at 5:00 p.m., EDT, on May 5,
2005 (the "Expiration Date").
As of the Expiration Date, $2,238,592,000 principal amount at
maturity of the Old Notes, representing approximately 95 percent of
the Old Notes, had been tendered. All Old Notes that were properly
tendered and not withdrawn have been accepted for exchange. Through
the exchange offer, Amgen offered to exchange $1,000 of principal
amount at maturity of the New Notes plus a cash exchange fee of $2.50
for each $1,000 of principal amount at maturity of the Old Notes. The
settlement and exchange of the New Notes and payment of the exchange
fee for the Old Notes is being made promptly. Following the closing of
the exchange offer, $120,510,000 aggregate principal amount at
maturity of the Old Notes will remain outstanding.
A registration statement relating to the New Notes was filed with
the Securities and Exchange Commission and has been declared
effective. The registration statement, prospectus, Schedule TO and
other materials related to the exchange offer may be obtained free of
charge at the Securities and Exchange Commission's website
(www.sec.gov). The dealer managers for the exchange offer were Credit
Suisse First Boston LLC, Eleven Madison Avenue, New York, NY 10010
(telephone: 212-325-0057) and UBS Investment Bank, 677 Washington
Boulevard, Stamford, CT 06901 (telephone - toll-free: 888-722-9555
ext. 4210), and the information agent for the exchange offer was
Morrow & Co., Inc., 445 Park Avenue, 5th Floor, New York, NY 10022
(telephone: 212-754-8000 or 800-607-0088 (holders please call toll
free) or 800-654-2468 (banks and brokers)). The exchange agent for the
exchange offer is:
LaSalle Bank National Association
135 South LaSalle Street, Suite 1960
Chicago, IL 60603
Telephone: 312-904-5532
Facsimile: 312-904-2236
This press release does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities to be issued in the exchange offer in any State in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.
Forward-Looking Statement
This news release contains forward-looking statements that involve
significant risks and uncertainties, including those discussed below
and others that can be found in our registration statement and
prospectus relating to the exchange offer described above, in our Form
10-K for the year ended December 31, 2004, and in our periodic reports
on Form 10-Q and Form 8-K. Amgen is providing this information as of
the date of this news release and does not undertake any obligation to
update any forward-looking statements contained in this document as a
result of new information, future events or otherwise.
No forward-looking statement can be guaranteed and actual results
may differ materially from those we project. Amgen's statements in
this press release contain forward-looking statements regarding the
timing of the exchange offer. There can be no assurance that Amgen
will complete the exchange offer on the anticipated terms or at all.
Amgen's ability to complete the exchange offer will depend, among
other things, on market conditions. In addition, Amgen's results may
be affected by our ability to successfully market both new and
existing products domestically and internationally, sales growth of
recently launched products, difficulties or delays in manufacturing
our products, and regulatory developments (domestic or foreign)
involving current and future products and manufacturing facilities. In
addition, sales of our products are affected by reimbursement policies
imposed by first-party payors, including governments, private
insurance plans and managed care providers, and may be affected by
domestic and international trends toward managed care and healthcare
cost containment as well as possible U.S. legislation affecting
pharmaceutical pricing and reimbursement. Government regulations and
reimbursement policies may affect the development, usage and pricing
of our products. Furthermore, our research, testing, pricing,
marketing and other operations are subject to extensive regulation by
domestic and foreign government regulatory authorities. We or others
could identify side effects or manufacturing problems with our
products after they are on the market. In addition, we compete with
other companies with respect to some of our marketed products as well
as for the discovery and development of new products. Discovery or
identification of new product candidates cannot be guaranteed and
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 product. 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. Further,
some raw materials, medical devices and component parts for our
products are supplied by sole first-party suppliers.
About Amgen
Amgen is a global biotechnology company that discovers, develops,
manufactures and markets important human therapeutics based on
advances in cellular and molecular biology.
CONTACT: Amgen Inc., Thousand Oaks
Christine Cassiano, 805-447-4587 (Media)
Arvind Sood, 805-447-1060 (Investors)
SOURCE: Amgen Inc.