Amgen Announces Results Of Senior Notes Exchange Offers

OREANDA-NEWS. Amgen (NASDAQ:AMGN) announced today the expiration and final results of its previously announced seven separate private offers to exchange (each, an "Exchange Offer" and, collectively, the "Exchange Offers") certain specified series of its outstanding senior notes (collectively, the "Old Notes") for new 4.563% Senior Notes due 2048 (the "New 2048 Notes") and new 4.663% Senior Notes due 2051 (the "New 2051 Notes" and, together with the New 2048 Notes, the "New Notes"), as applicable.

The Exchange Offers consist of the following:

       (a) (i) an offer to exchange any and all 6.375% Senior Notes due 2037;
           (ii) an offer to exchange any and all 6.90% Senior Notes due 2038; and
           (iii) an offer to exchange any and all 6.40% Senior Notes due 2039;

in each case, for New 2048 Notes (collectively, the "2048 Exchange Offers"); and

       (b) (i) an offer to exchange the 5.75% Senior Notes due 2040;
           (ii) an offer to exchange the 5.65% Senior Notes due 2042; 
           (iii) an offer to exchange the 5.375% Senior Notes due 2043; and
           (iv) an offer to exchange the 5.15% Senior Notes due 2041;

in each case, for New 2051 Notes (collectively, the "2051 Exchange Offers"), provided that the aggregate principal amount of New 2051 Notes to be issued in the 2051 Exchange Offers shall not exceed $7,100,000,000less the aggregate principal amount of New 2048 Notes to be issued pursuant to the 2048 Exchange Offers (such amount, the "Maximum 2051 Notes Exchange Cap").

The Exchange Offers were conducted by Amgen upon the terms and subject to the conditions set forth in a confidential offering circular, dated May 12, 2016 (the "Confidential Offering Circular") and the related letter of transmittal. The Exchange Offers were only intended for, and copies of the offering documents were only made available to, holders of outstanding Old Notes that have certified their status as (1) a "Qualified Institutional Buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (2) (A) a person other than a "U.S. person" (as defined in Rule 902 of Regulation S under the Securities Act), outside the United States not purchasing for the account or benefit of a U.S. person, (B) acquiring the New Notes in an offshore transaction in accordance with Regulation S under the Securities Act and (C) otherwise a qualified non-U.S. offeree (as described in the Confidential Offering Circular) (each such holder, an "Exchange Eligible Holder" and, collectively, the "Exchange Eligible Holders"). Only Exchange Eligible Holders who completed and returned a letter of eligibility confirming that they were Exchange Eligible Holders were authorized to receive the Confidential Offering Circular and related letter of transmittal and to participate in the Exchange Offers.

Based on information provided by D.F. King, the exchange agent and information agent for the Exchange Offers, the tables below provide the aggregate principal amount of each series of Old Notes validly tendered and not validly withdrawn at or prior to 12:00 Midnight (end of day), New York City Time, on June 9, 2016 (such date and time, the "Expiration Date") and the aggregate principal amount of each series of Old Notes that Amgen expects to accept pursuant to the Exchange Offers.

Old Notes included in the 2048 Exchange Offers:

Old Notes included in the 2051 Exchange Offers:

Based on the aggregate principal amount of Old Notes validly tendered (and not validly withdrawn) in the Exchange Offers and in accordance with the terms of the Exchange Offers, Amgen expects to accept all Old Notes tendered in the Exchange Offers.

The Settlement Date for the Exchange Offers is expected to be June 14, 2016. Amgen expects that it will issue $1,415,455,000 aggregate principal amount of New Notes due 2048 and $3,541,438,000 aggregate principal amount of New Notes due 2051, in satisfaction of the exchange offer consideration on such tendered Old Notes (not including accrued and unpaid interest on the Old Notes, which will be payable by Amgen in cash in addition to the applicable exchange offer consideration). Amgen will not receive any cash proceeds from the Exchange Offers.

Amgen today announced that certain conditions, including certain customary conditions, including the absence of certain adverse legal and market developments, have been satisfied. In addition, Amgen announced that the aggregate principal amount of Old Notes validly tendered and not validly withdrawn at or prior to the Expiration Date pursuant to the 2051 Exchange Offers did not exceed the Maximum 2051 Notes Exchange Cap. Consequently, all Old Notes validly tendered and not validly withdrawn at or prior to the Expiration Date pursuant to the 2051 Exchange Offers will be accepted for exchange. No Exchange Offer is conditioned upon the consummation of any other Exchange Offer and, subject to applicable law, each Exchange Offer may be extended, terminated or otherwise amended individually.

If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Amgen will enter into a registration rights agreement with respect to the New Notes providing for certain registration rights with respect to the New Notes as described in the Confidential Offering Circular.

The lead dealer managers for the Exchange Offers were Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Mizuho Securities USA Inc. The co-dealer managers for the Exchange Offers were Williams Capital Group, L.P. and Drexel Hamilton, LLC.

Amgen is 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, has reached millions of patients around the world and is developing a pipeline of medicines with breakaway potential.