SEATTLE, April 29 /PRNewswire-FirstCall/ --
Immunex Corporation (Nasdaq: IMNX) announced today the settlement, which is
subject to court approval among other things, of three lawsuits against
Immunex and certain of its directors and officers relating to the proposed
acquisition of Immunex by Amgen Inc.: (i) a suit filed by David Osher, on
behalf of a class of Immunex shareholders, against Immunex, all members of the
Immunex board of directors, Wyeth and Amgen; (ii) a suit filed by Adele Brody,
on behalf of a class of Immunex shareholders, against Immunex, Wyeth, all
members of the Immunex board of directors and the marital community of each
named individual; and (iii) a suit filed by Edwin Weiner, on behalf of a class
of Immunex shareholders, against Immunex, against Immunex, Wyeth, all members
of the Immunex board of directors and the marital community of each named
individual.
In connection with the settlement, (i) Immunex and Amgen agreed to reduce
the termination fee payable by Immunex or Amgen under certain circumstances
set forth in the Amended and Restated Agreement and Plan of Merger among
Immunex, Amgen and a wholly-owned subsidiary of Amgen by $20 million, (ii)
Immunex obtained an updated opinion from Merrill Lynch, Pierce, Fenner & Smith
Incorporated regarding the fairness of the merger consideration from a
financial point of view to be received by Immunex shareholders, and (iii)
Immunex agreed to provide certain additional disclosures regarding the merger
in a Current Report on Form 8-K, which is being filed with the Securities and
Exchange Commission today.
On December 17, 2001, Immunex agreed to be acquired by Amgen. The
acquisition will merge Immunex, one of the fastest growing biotechnology
companies in the industry, with Amgen, the largest biotechnology company.
Pending required shareholder approval for both companies, and approval by
regulatory authorities, the transaction is expected to be completed as early
as June 2002. Shareholder meetings for both companies are scheduled to occur
on May 16, 2002.
Immunex Corporation is a leading biopharmaceutical company dedicated to
improving lives through immune system science innovations.
Note: Except for the historical information contained herein, this news
release contains forward-looking statements that involve substantial risks and
uncertainties. Among the factors that could cause actual results or timelines
to differ materially are risks associated with research and clinical
development, regulatory approvals, our supply capabilities and reliance on
third-party manufacturers, product commercialization, competition, litigation
and other risk factors listed from time to time in reports filed by Immunex
with the Securities and Exchange Commission, including but not limited to
risks described under the caption "Important Factors That May Affect Our
Business, Our Results of Operation and Our Stock Price" within our most
recently filed Form 10-K. The forward-looking statements contained in this
news release represent our judgment as of the date of this release. Immunex
undertakes no obligation to publicly update any forward-looking statements.
An electronic version of this news release-as well as additional information
about Immunex of interest to investors, customer, future employees and
patients-is available on the Immunex home page at http://www.immunex.com.
Where you can find Additional Information about the Acquisition:
In connection with the proposed acquisition, Immunex and Amgen filed with
the Securities and Exchange Commission on March 22, 2002, their joint proxy
statement/prospectus that contains important information about the merger.
Investors and security holders of Immunex and Amgen are urged to read the
joint proxy statement/prospectus filed with the Securities and Exchange
Commission on March 22, 2002, and any other relevant materials filed by
Immunex or Amgen because they contain, or will contain, important information
about Immunex, Amgen and the acquisition. The joint proxy
statement/prospectus filed with the Securities and Exchange Commission on
March 22, 2002, other relevant materials and any other documents filed, or to
be filed, by Immunex or Amgen with the Securities and Exchange Commission, may
be obtained free of charge at the Securities and Exchange Commission's web
site at http://www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the Securities and Exchange Commission
by Immunex by contacting Immunex Corporation, 51 University Street, Seattle,
WA 98101, Attn: Investor Relations. Investors and security holders may obtain
free copies of the documents filed with the Securities and Exchange Commission
by Amgen by directing a request to: Amgen Inc., One Amgen Center Drive,
Thousand Oaks, CA 91320, Attn: Investor Relations. Investors and security
holders are urged to read the joint proxy statement/prospectus filed with the
Securities and Exchange Commission on March 22, 2002 and any other relevant
materials filed by Immunex or Amgen before making any voting or investment
decision with respect to the acquisition. Immunex, Amgen and their respective
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the shareholders of Immunex and Amgen in favor of
the merger. Information about the executive officers and directors of Immunex
and their ownership of Immunex common stock, and information about the
executive officers and directors of Amgen and their ownership of Amgen common
stock is set forth in the joint proxy statement/prospectus for Immunex's
annual meeting of shareholders and Amgen's annual meeting of stockholders,
which has been filed with the Securities and Exchange Commission. Investors
and security holders may obtain more detailed information regarding the direct
and indirect interests of Immunex, Amgen and their respective executive
officers and directors in the merger by reading the joint proxy
statement/prospectus regarding the acquisition.
SOURCE Immunex Corporation
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Related links:
http://www.immunex.com
Company News On-Call:
http://www.prnewswire.com/gh/cnoc/comp/434644.html
CONTACT:
media, Josh Schroeter, +1-206-389-4335, or
investors, John Calhoun, +1-206-389-4361, both of Immunex
Corporation
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