Horizon Therapeutics plc (NASDAQ:HZNP) and the board of directors of Amgen Inc. have reached agreement on the terms of a cash offer for the Company by Pillartree Limited, 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
Monday morning’s news release emphasizes that the Acquisition represents a premium of approximately 47.9% to the closing price of $78.76 per Company Share in late November; and a premium of approximately 19.7% to the closing price of $97.29 per Company Share on December 9.
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 has entered into a Bridge Credit Agreement, dated December 12, for an aggregate amount of $28.5 billion, by and among Amgen, Citibank N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Citibank, N.A. and Bank of America, N.A. as lead arrangers and book runners, and the other banks from time to time party thereto to finance, together with Amgen’s own cash resources, the Acquisition.
HZNP shares popped $14.28, or 14.7%, soon after Monday’s open to $111.57.
Related Stories
