0001193125-18-029721.txt : 20180202 0001193125-18-029721.hdr.sgml : 20180202 20180201214032 ACCESSION NUMBER: 0001193125-18-029721 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180202 DATE AS OF CHANGE: 20180201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMGEN INC CENTRAL INDEX KEY: 0000318154 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 953540776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-34640 FILM NUMBER: 18568483 BUSINESS ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320 BUSINESS PHONE: (805)447-1000 MAIL ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: AMGEN DATE OF NAME CHANGE: 19870305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMGEN INC CENTRAL INDEX KEY: 0000318154 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 953540776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320 BUSINESS PHONE: (805)447-1000 MAIL ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: AMGEN DATE OF NAME CHANGE: 19870305 SC TO-C 1 d500051dsctoc.htm SC TO-C SC TO-C

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

AMGEN INC.

(Name Of Subject Company (Issuer) And Filing Person (Offeror))

 

 

Common Shares, par value $0.0001 per share

(Title of Class of Securities)

031162100

(CUSIP Number of Common Stock)

 

 

Jonathan P. Graham, Esq.

Senior Vice President, General Counsel and Secretary

One Amgen Center Drive

Thousand Oaks, California 91320-1799

(805) 447-1000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

 

With a copy to:

Catherine M. Clarkin, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*   Amount Of Filing Fee*
N/A   N/A
 
* Pursuant to General Instruction D to Schedule TO, no filing fee is required for pre-commencement communications.

 

☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:    N/A      Filing Party:    N/A
Form or Registration No.:    N/A      Date Filed:    N/A

 

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  ☐ third-party tender offer subject to Rule 14d-1.
  ☒ issuer tender offer subject to Rule 13e-4.
  ☐ going-private transaction subject to Rule 13e-3.
  ☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

  ☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
  ☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 

On February 1, 2018, executives from Amgen Inc., a Delaware corporation (“Amgen”), announced on an earnings call commencing at 5:00 p.m. Eastern Time via teleconference and live audio webcast that Amgen intends to commence a tender offer for up to $10 billion in value of shares of its common stock, $0.0001 par value per share, as early as next week. An excerpted transcript of the conference call containing the portion relating to the tender offer is included as Exhibit 99.1 to this Schedule TO.

Additional Information Regarding the Tender Offer.

The tender offer described in this communication (the “Offer”) has not yet commenced. This communication is for informational purposes only. This communication is not a recommendation to buy or sell Amgen common stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell Amgen common stock or any other securities. On the commencement date of the Offer, Amgen will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the “SEC”). The Offer will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed as a part of the Schedule TO. Stockholders should read carefully the offer to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Offer. Once the Offer is commenced, stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that Amgen will be filing with the SEC at the SEC’s website at www.sec.gov or from Amgen’s website at www.amgen.com.

Exhibits

 

99.1    Excerpted Transcript of Amgen Inc.’s Earnings Conference Call on February 1, 2018.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

 

    AMGEN INC.
Dated: February 1, 2018     By:  

/s/ Mary A. Lehmann

    Name:   Mary A. Lehmann
    Title:   Vice President, Finance and Treasurer

EXHIBIT INDEX

 

99.1    Excerpted Transcript of Amgen Inc.’s Earnings Conference Call on February 1, 2018.
 EX-99.1 2 d500051dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

The following is an excerpted transcript of the earnings conference call held at 5:00 p.m. Eastern Time on February 1, 2018 by Amgen Inc. The following does not purport to be a complete or error-free statement or summary of the conference call.

David W. Meline, Executive Vice President and Chief Financial Officer:

As a first step to accomplishing this objective, we have received Board authorization to purchase up to $10 billion of our common stock. This is in addition to the previously approved share repurchase authorization which remained at $4.4 billion as of the end of 2017. Given the scale of excess capital we have to deploy, our plan is to proceed with a Dutch auction equity tender offer consistent with the approach we used successfully in 2011. This tender offer would be for up to $10 Billion and would commence as early as next week.

Additional Information Regarding the Tender Offer

The tender offer described in this communication (the “Offer”) has not yet commenced. This communication is for informational purposes only. This communication is not a recommendation to buy or sell Amgen Inc. common stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell Amgen Inc. common stock or any other securities. On the commencement date of the Offer, Amgen Inc. will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the “SEC”). The Offer will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed as a part of the Schedule TO. Stockholders should read carefully the offer to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Offer. Once the Offer is commenced, stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that Amgen Inc. will be filing with the SEC at the SEC’s website at www.sec.gov or from Amgen Inc.’s website at www.amgen.com.