===Horizon Pharma (HZNP) to be acquired by Amgen (AMGN) for $116.50/share in cash

 

Horizon Pharma no longer in merger discussions with Sanofi (SNY)

Sanofi S.A. (SNY) regularly evaluates a wide variety of business development opportunities and this has included the evaluation of a possible transaction involving Horizon. As transaction price expectations do not meet our value creation criteria, Sanofi announces it is no longer in discussions with Horizon and it does not intend to make an offer for Horizon.

Horizon Pharma: Amgen (AMGN) confirms it will acquire HZNP for $116.50/share in cash 

• The board of directors of Horizon Therapeutics and the board of directors of Amgen are pleased to announce that they have reached agreement on the terms of a cash offer for the Company by Pillartree Limited ("Acquirer Sub"), a newly formed private limited company wholly owned by Amgen, which is unanimously recommended by the Company Board and pursuant to which Acquirer Sub will acquire the entire issued and to be issued ordinary share capital of the Company. Under the terms of the Acquisition, each Company Shareholder at the Scheme Record Time will be entitled to receive:
  • $116.50 for each Company Share in cash
• The Acquisition represents: a premium of approximately 47.9% to the closing price of $78.76 per Company Share on November 29, 2022 (being the last closing price per Company Share prior to the Company's issuance of an announcement of a possible offer under Rule 2.4 of the Irish Takeover Rules); and a premium of approximately 19.7% to the closing price of $97.29 per Company Share on December 9, 2022.
• The Acquisition values the entire issued and to be issued ordinary share capital of the Company at approximately $27.8 billion on a fully diluted basis and implies an enterprise value of approximately $28.3 billion.
• Amgen Background to and Reasons for the Acquisition: Generates robust cash flow (approximately $10 billion combined over twelve months through Q3 2022)[1] to support capital allocation priorities, including ongoing investment in innovation and continued dividend growth while sustaining a commitment to an investment grade credit rating; Accelerates revenue growth and is expected to be accretive to non-GAAP earnings per share from 2024; and Increases efficiency for the Combined Group, leading to an estimated annual pre-tax cost reduction of at least $500 million by the end of the third fiscal year following Completion.