Provides Amgen With Full Ownership of Panitumumab and
Eliminates a Denosumab Royalty
$0.05 to $0.10 Dilution of Adjusted Earnings Per Share in 2006 and 2007
Accretive Thereafter
THOUSAND OAKS, Calif. and FREMONT, Calif., Dec. 14
/PRNewswire-FirstCall/ -- Amgen (Nasdaq: AMGN), the world's largest
biotechnology company, and Abgenix, Inc. (Nasdaq: ABGX), a company
specializing in the discovery, development and manufacture of human
therapeutic antibodies, today announced that they have signed a definitive
merger agreement under which Amgen will acquire Abgenix for approximately $2.2
billion in cash plus the assumption of debt. Under the terms of the
agreement, shareholders of Abgenix will receive $22.50 in cash per common
share.
The acquisition of Abgenix provides Amgen with full ownership of one of
its most important advanced pipeline products, panitumumab. Working closely
with Abgenix under a co-development agreement that Amgen assumed as a result
of its acquisition of Immunex Corporation in 2002, Amgen has led the
development and commercialization strategy for panitumumab. The acquisition
provides additional value to Amgen by eliminating a tiered royalty that Amgen
would have paid to Abgenix on future sales of denosumab (formerly AMG 162),
which was created using Abgenix's XenoMouse(R) antibody technology.
"Abgenix is a natural strategic fit for Amgen given our strong existing
relationship. Amgen has been intimately involved in all aspects of the
development and commercialization of panitumumab over the last few years,
providing us with substantial and realistic insight into the value of, and
significant opportunities for, this cancer therapeutic. This investment
reflects Amgen's commitment to our pipeline and our growing confidence in the
future success of both panitumumab and denosumab," said Kevin Sharer,
president and chief executive officer of Amgen.
Amgen and Abgenix believe panitumumab has substantial commercial
opportunity, including potential in the first-line treatment of metastatic
colorectal cancer (CRC) in combination with other agents, including
anti-angiogenic therapies. Panitumumab is the first epidermal growth factor
receptor (EGFr) inhibitor to demonstrate a statistically significant
improvement in progression-free survival for metastatic colorectal cancer
patients who have failed standard chemotherapy. Panitumumab is also the first
fully human monoclonal antibody in cancer clinical trials that targets the
epidermal growth factor receptor. Amgen believes that potential peak
worldwide sales for panitumumab could reach $2 billion or more, assuming
success of panitumumab in several clinical trials evaluating multiple lines of
therapy in colorectal cancer and head and neck cancer.
Later this week, Amgen and Abgenix expect to initiate a biologics license
application (BLA) for the treatment of metastatic colorectal cancer patients
who have failed standard chemotherapy. Panitumumab is Amgen's and Abgenix's
most advanced cancer therapeutic and is a natural extension from Amgen's
existing oncology supportive care franchise.
"Combining with Amgen provides an attractive valuation for our
shareholders. We believe this transaction will allow us to advance
panitumumab to its full potential for patients and to maximize the value of
both Abgenix's growing portfolio of antibody product candidates and our
exceptional scientific platform," said Bill Ringo, president and chief
executive officer of Abgenix. "We have worked closely with Amgen for many
years and are very excited about combining Abgenix with the leader in the
biotech industry."
The transaction includes the Abgenix 100,000 square foot manufacturing
plant in Fremont, Calif., which will produce panitumumab and add to Amgen's
protein manufacturing capabilities. Abgenix also brings scientific knowledge
and assets, such as the ownership and capabilities of the proprietary fully
human monoclonal antibody technology, XenoMouse.
Transaction Terms
Under the terms of the agreement, which has been unanimously approved by
the Boards of Directors of both companies, Amgen will pay shareholders of
Abgenix $22.50 in cash per common share for a total value of approximately
$2.2 billion and will assume Abgenix outstanding debt. The acquisition is
subject to the approvals of Abgenix's shareholders and regulatory authorities,
and to other customary closing conditions. The transaction is expected to be
completed by the end of the first quarter of 2006. Funds will be provided
from Amgen's cash on hand at the time of closing.
Amgen expects dilution of adjusted earnings per share in 2006 and 2007 in
the range of $0.05 to $0.10, with impact to adjusted earnings per share
expected to be accretive thereafter, assuming commercial success of
panitumumab.
Amgen expects to retain substantially all of the Abgenix manufacturing
employees. Amgen and Abgenix will be reviewing ongoing business needs and
opportunities at Amgen with Abgenix's employees in the coming months.
Conference Call and Webcast Information
Amgen and Abgenix will host a conference call and webcast for investors
and analysts today at 2:00 PM Pacific Time to discuss the transaction. Live
audio of the conference call will be simultaneously broadcast over the
Internet and will be available to members of the news media, investors and the
general public.
To participate in the conference call, please dial 877-817-2450 (U.S. and
Canada) or 706-634-7548 (international) fifteen minutes before start time. The
pass code for the live call is 3416104. A telephonic replay of the call will
be available by dialing 800-642-1687 (U.S. and Canada) or 706-645-9291
(international). The replay participant code is 3416104.
The webcast of the conference can be found on Amgen's Web site,
http://www.amgen.com, under Investors, and on Abgenix's Web site, http://www.abgenix.com.
The webcast will be archived and available for replay at least 72 hours after
the event.
About Panitumumab
Co-developed by Amgen and Abgenix, panitumumab is the first fully human
monoclonal antibody that targets the epidermal growth factor receptor (EGFr),
a protein that plays an important role in cancer cell signaling. Panitumumab,
an IgG2 monoclonal antibody, binds with high affinity to the EGFr.
Panitumumab was generated with Abgenix's XenoMouse(R)(1) technology, which
creates a fully human monoclonal antibody that contains no murine (mouse)
protein. The body's immune system can recognize the mouse protein found in
chimeric antibodies as foreign and launches an immune response in the form of
infusion reactions, allergic reactions or anaphylaxis. The goal of developing
fully human monoclonal antibodies, which by definition contain no mouse
protein, is to offer effective, high affinity therapies that minimize the
potential for this type of immune response. Panitumumab is being evaluated in
clinical trials as both a monotherapy and in combination with other agents for
the treatment of various types of cancer, including colorectal, lung and
kidney.
About Denosumab
Denosumab is designed to target RANK Ligand, a protein that acts as the
primary signal to promote bone removal. Preclinical models have demonstrated
that inhibiting RANK Ligand leads to improvements in cortical and trabecular
bone density, volume and strength. Denosumab is currently being studied for
its potential in the treatment of a broad range of bone loss conditions
including osteoporosis, treatment induced bone loss, bone metastases, multiple
myeloma, and rheumatoid arthritis.
About Amgen
Amgen discovers, develops and delivers innovative human therapeutics. A
biotechnology pioneer since 1980, Amgen was one of the first companies to
realize the new science's promise by bringing safe and effective medicines
from lab, to manufacturing plant, to patient. Amgen therapeutics have changed
the practice of medicine, helping millions of people around the world in the
fight against cancer, kidney disease, rheumatoid arthritis, and other serious
illnesses. With a broad and deep pipeline of potential new medicines, Amgen
remains committed to advancing science to dramatically improve people's lives.
To learn more about our pioneering science and our vital medicines, visit
http://www.amgen.com.
About Abgenix
Abgenix is a biopharmaceutical company focused on the discovery,
development and manufacturing of fully human therapeutic antibodies. The
company's antibody development platform includes a leading technology and
state-of-the-art manufacturing capabilities that enable the rapid generation,
selection and production of high affinity, fully human antibody product
candidates to a variety of disease targets. Abgenix leverages its leadership
position in human antibody technology to build a diversified product portfolio
through its own development efforts and the establishment of collaborations
with multiple pharmaceutical and biotechnology companies. For more information
on Abgenix, visit the company's website at http://www.abgenix.com.
Amgen Forward-Looking Statement
This press release contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995, including statements about future financial and operating results
and Amgen's anticipated acquisition of Abgenix. These statements are based on
management's current expectations and beliefs and are subject to a number of
risks, uncertainties and assumptions that could cause actual results to differ
materially from those described in the forward-looking statements. All
statements other than statements of historical fact are statements that could
be deemed forward-looking statements. For example, statements of expected
synergies, dilution and accretion, financial guidance, peak sales, timing of
closing, industry ranking, execution of integration plans and management and
organizational structure are all forward-looking statements. Risks,
uncertainties and assumptions include the possibility that the development of
certain products may not develop as expected or proceed as planned; that the
acquisition does not close or that the companies may be required to modify
aspects of the transaction to achieve regulatory approval; that prior to the
closing of the acquisition, the businesses of the companies suffer due to
uncertainty; that the parties are unable to successfully execute their
integration strategies, or achieve planned synergies, as well as other risks
that are discussed below and others that can be found in Amgen's and Abgenix's
Form 10-K for the year ended December 31, 2004, and in Amgen's 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 results may be affected by
its 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. Discovery or identification of new product candidates or
development of new indications for existing products cannot be guaranteed and
movement from concept to product is uncertain; consequently, there can be no
guarantee that any particular product candidate or development of a new
indication for an existing product will be successful and become a commercial
product. The length of time that it takes for Amgen to complete clinical
trials and obtain regulatory approval for product marketing has in the past
varied and Amgen expects similar variability in the future. Further, only the
FDA can determine whether the product candidates are safe and effective for
the use(s) being investigated. In addition, sales of Amgen's products are
affected by reimbursement policies imposed by third 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. In addition, Amgen competes with other companies with respect to
some of Amgen's marketed products as well as for the discovery and development
of new products. Amgen, or others could identify side effects or manufacturing
problems with Amgen's products after they are on the market. Furthermore, our
research, testing, pricing, marketing and other operations are subject to
extensive regulation by domestic and foreign government regulatory
authorities. 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.
Abgenix Forward-Looking Statement
Statements made in this press release about Abgenix's technologies,
product development activities and collaborative arrangements, other than
statements of historical fact, are forward-looking statements and are subject
to a number of uncertainties that could cause actual results to differ
materially from the statements made, including risks associated with the
timing and success of clinical trials, the progress of research and product
development programs, product manufacturing, timing and outcomes of regulatory
approval processes, competitive products and services and the extent and
breadth of Abgenix's patent portfolio. Please see Abgenix's public filings
with the Securities and Exchange Commission for information about risks that
may affect Abgenix, including its Form 10-K for the year ended December 31,
2004, and periodic reports on Form 10-Q and Form 8-K.
Participants in Solicitation
Amgen Inc. ("Amgen") and Abgenix, Inc. ("Abgenix") and their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from Abgenix stockholders in connection with the
merger. Information about the directors and executive officers of Amgen and
their ownership of Amgen's stock is set forth in the proxy statement for
Amgen's 2005 Annual Meeting of Stockholders. Information about the directors
and executive officers of Abgenix and their ownership of Abgenix's stock is
set forth in the proxy statement for Abgenix's 2005 Annual Meeting of
Stockholders.
Additional Information About the Acquisition and Where to Find It
This communication may be deemed to be solicitation material in respect of
the proposed acquisition of Abgenix by Amgen. In connection with the proposed
acquisition, Amgen and Abgenix intend to file relevant materials with the SEC,
including Abgenix's proxy statement. STOCKHOLDERS OF ABGENIX ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ABGENIX'S PROXY
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors will be able to obtain the documents free of charge at
the SEC's web site, http://www.sec.gov , and Abgenix stockholders will receive
information at an appropriate time on how to obtain transaction-related
documents for free from Abgenix. Such documents are not currently available.
(1) XenoMouse(R) is a registered trademark of Xenotech, a wholly-owned
subsidiary of Abgenix, Inc.
SOURCE Abgenix, Inc.
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Related links:
http://www.abgenix.com
http://www.amgen.com
CONTACT:
Mary Klem or Trish Hawkins, +1-805-447-4587
(media), or Arvind Sood, +1-805-447-1060 (investors), all of
Amgen, Thousand Oaks; or Greg Mann of Abgenix, Fremont,
+1-510-284-6566 (media & investors)
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