===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.

-=Five Prime Therapeutics (FPRX) to be acquired by Amgen (AMGN) for $38 a share or $1.9 billion

• Amgen will buy cancer drugmaker Five Prime Therapeutics for $1.9 billion in a rare public company acquisition by the large California biotech, which has been investing heavily to build up its oncology business. 
• Five Prime's recent market rebound has been fueled by the success last fall of a mid-stage study testing the company's experimental stomach cancer treatment bemarituzumab. Results suggested adding the antibody drug to chemotherapy could improve response rates and extend survival in patients with a certain type of gastric cancer.
• Amgen's last significant public company acquisition was a nearly $10 billion buyout of Onyx Pharmaceuticals in 2013. That deal brought in the multiple myeloma treatment Kyprolis and followed two other early-decade acquisitions that gave Amgen the cancer drugs Imylgic and Blincyto.

  

 

With competition eating into the sales of franchise products like Neupogen, the first-generation biotech company Amgen has been hustling to reinvent itself with new products and acquisitions.

Thursday morning, the company (ticker: AMGN) added to its anticancer pipeline with a $1.9 billion deal to acquire Five Prime Therapeutics (FPRX), a small company that is testing a targeted treatment for stomach cancers. Investors in Amgen didn’t take much note.

Amgen stock slipped 1% in Thursday’s trading to close at $229.91, on a day when the Nasdaq Composite Index slid 2%. But Amgen’s $38 a share offer for Five Prime represented a substantial premium and Five Prime stock jumped 79% to end the day at $38.

Five Prime’s experimental drug bemarituzumab fits well with other stomach-cancer treatments that Amgen is developing, said Amgen financial chief Peter Griffiths, on a Thursday conference call. Stomach cancer is the No. 3 killer among cancers, and is particularly prevalent in Asia, where Amgen aims to increase its revenue. The acquisition should close in the June quarter.

A Thursday afternoon note by Raymond James analyst Dane Leone compared the Phase 2 trial performance of bemarituzumab against a recently reported Phase 3 trial of the Bristol Myers Squibb (BMY) product Opdivo in combination with chemotherapy as a first-line treatment for stomach cancer. The U.S. Food and Drug Administration is giving Opdivo a fast-track review after Bristol’s study showed that its drug lengthened survival by a couple of months, compared to chemotherapy alone.

The Phase 2 study of Five Prime’s drug with chemo stalled stomach cancer for a couple of months longer than chemo alone. Amgen expects to start a Phase 3 trial and says the drug could also prove effective against other solid tumors, such as lung cancer.

The Raymond James analyst expects the Bristol drug to become the standard treatment for stomach cancers driven by the cellular receptor that Opdivo targets— a worldwide population of 45,000 patients. Five Prime’s bemarituzumab could be used for patients whose cancers are driven by the different receptor targeted by that drug—a13,500 patient market, Leone estimates.

The analyst expects more deals by Amgen over the course of 2021. He rates the stock a Market Performer.

=Amgen (AMGN) reported earnings on Thur 30 Jan 20 (a/h)

Amgen beats by $0.23, beats on revs; guides FY20 EPS below consensus, revs in-line

Reports Q4 (Dec) earnings of $3.64 per share, $0.23 better than the S&P Capital IQ Consensus of $3.41; revenues fell 0.5% year/year to $6.2 bln vs the $6.04 bln S&P Capital IQ Consensus.

Product sales declined 2% globally, while units grew double digits or better for Repatha (evolocumab), Parsabiv (etelcalcetide), BLINCYTO (blinatumomab), Aimovig (erenumab-aooe), Prolia (denosumab), Nplate (romiplostim) and Vectibix (panitumumab).

For the fourth quarter, non-GAAP operating income decreased 4% to $2.6 bln and non-GAAP operating margin decreased 0.7 percentage points to 44.6%.

Co issues guidance for FY20, sees EPS of $14.85-$15.60 vs. $16.10 S&P Capital IQ Consensus; sees FY20 revs of $25.0-$25.6 bln vs. $25.41 bln S&P Capital IQ Consensus.

=Amgen (AMGN) reported earnings on Thur 26 Oct 2017 (b/o)

Amgen beats by $0.17, reports revs in-line; raises low-end of FY17 EPS, revs guidance 

• Reports Q3 (Sep) earnings of $3.27 per share, excluding non-recurring items, $0.17 better than the Capital IQ Consensus of $3.10; revenues fell 0.7% year/year to $5.77 bln vs the $5.75 bln Capital IQ Consensus.
• Repatha (evolocumab) sales increased driven by higher unit demand. Quarter over quarter sales growth was tempered by changes in inventory and accounting adjustments that benefited the second quarter of 2017.
• Update on Puerto Rico Operations
  • In the five weeks since Hurricane Maria hit Puerto Rico, Amgen has been providing support to our staff members and the local community while implementing our robust business continuity plans and restoring manufacturing at our site in Juncos. Our drug substance manufacturing and packaging plants are fully operational and we expect to resume formulation/filling and small molecule commercial production by the end of October 2017. The Company continues to provide an uninterrupted supply of medicines for patients around the world.
  • The Company incurred $67 million of pre-tax expenses, or $0.07 EPS, in the third quarter related to Hurricane Maria. In the fourth quarter, the Company expects additional pre-tax expenses in the range of $75 million to $100 million, or $0.08 to $0.11EPS. The expenses related to Hurricane Maria are included in our GAAP and non-GAAP results. At this time, the Company does not expect a significant impact to full-year 2018 results. The above estimates do not include possible insurance recoveries.
• Co raises guidancefor FY17, sees EPS of $12.50-12.70 (Prior $12.15-12.65), excluding non-recurring items, vs. $12.56 Capital IQ Consensus Estimate; sees FY17 revs of $22.7-23 bln (Prior $22.5-23 bln) vs. $22.86 bln Capital IQ Consensus Estimate.

Great trade : ONYX (ONXX) +58% (7/13)

   

Onyx Pharmaceuticals (ONXX) was acquired by Amgen (AMGN) at the end of August 2013 for $10.4 billion.

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