Filed by Amgen Inc. Pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Immunex Corporation
Commission File No. 0-12406
On December 17, 2001 Amgen Inc. ("Amgen") and Immunex Corporation ("Immunex")
issued a joint press release announcing that Amgen and Immunex had entered into
an Agreement and Plan of Merger, dated as of December 16, 2001. The merger
agreement was filed by Amgen on Form 8-K today, December 17, 2001, and is
incorporated by reference into this filing. The text of the joint press release
is as follows:
AMGEN IMMUNEX
AMGEN TO ACQUIRE IMMUNEX FOR $16 BILLION
IN STOCK AND NET CASH
Combines Two of the World's Fastest Growing Biotechnology Leaders;
Creates Unparalleled Portfolio of Blockbuster Biotechnology Drugs
with ENBREL(R), EPOGEN(R), NEUPOGEN(R)and Aranesp(TM)
Amgen Adds Premier Inflammation Franchise
to Leadership Position in Nephrology and Oncology
Amgen Will Have Approximately $5.5 Billion in Pro Forma
Annual Revenues and More Than $1.5 Billion in Net Income in 2002
Acquisition of Immunex Will Increase Amgen's Long-term
Product Sales Growth Rate to Low 30s and Cash EPS Growth Rate to Mid-20s
Driven By Potential ENBREL(R)Sales of $3 Billion or More by 2005
Expected Dilution of Less Than Five Percent
in 2003; Accretive in 2004 and Beyond, on a Cash EPS Basis
------------------------------------------------
THOUSAND OAKS, Calif. and SEATTLE - December 17, 2001 - Amgen (Nasdaq: AMGN) and
Immunex Corporation (Nasdaq: IMNX) jointly announced today they have signed a
definitive agreement providing for Amgen, the world's largest biotechnology
company, to acquire Immunex, biotechnology's inflammation leader, for $16
billion in stock and net cash. Under the terms of the agreement, each share of
Immunex common stock will be exchanged for a fixed-ratio of 0.44 shares of Amgen
common stock, and cash of $4.50, or a total of 85% in stock and 15% in cash.
The acquisition will bring together two of the world's fastest growing
biotechnology companies, representing a key step in accelerating Amgen's
long-term growth. By combining the most successful biotech company with one of
the industry's fastest growing players, the transaction will enhance Amgen's
position as the biotechnology leader with an unparalleled portfolio of
blockbuster drugs. Proven blockbusters include Amgen's EPOGEN(R) and
NEUPOGEN(R), and Immunex's ENBREL(R). In addition, Amgen's Aranesp(TM), a
recently marketed product, has blockbuster potential.
With the acquisition, Amgen expects to accelerate its five-year annual
percentage growth in product sales to the low 30s from the low 20s, and
accelerate its annual growth in cash EPS to the mid-20s from the low 20s. Amgen
will have pro forma 2002 revenues of approximately $5.5 billion and 2002 net
income in excess of $1.5 billion. This transaction will be dilutive in 2003 at
less than 5%, and is expected to be accretive in 2004, on a cash EPS basis.
Estimated cost synergies are expected to total more than $200 million in 2003,
and more than $250 million in 2004, representing approximately 5% of the
combined company's operating expenses.
"This is a compelling strategic transaction and an excellent opportunity for the
shareholders, employees and partners of both companies, and we expect it will
generate significant benefits for hundreds of thousands of patients around the
world," said Kevin Sharer, Chairman and Chief Executive Officer of Amgen. "We
firmly believe that, as a result of this combination, ENBREL(R) -- the fastest
growing biologic drug ever -- will reach its peak of $3 billion or more in
annual sales. Accordingly, this acquisition will make Amgen a leader in the more
than $10 billion potential inflammation market in biologics. The balance of
safety, efficacy, and dosing of ENBREL(R), as well as the extension of
applications for the treatment of psoriasis and psoriatic arthritis have
potential to lead to even further commercial success. Overall, the combination
will increase our financial strength, further diversify our product portfolio
and accelerate our long-term growth."
Sharer continued, "We are strongly committed to growing Immunex's world-class
discovery research capabilities, and we look forward to working closely with the
impressive team they have built by concentrating inflammation research in
Seattle. We plan to move forward in Seattle with the Helix Project to
consolidate existing multiple sites into one location."
"Amgen's experience in bringing successful drugs to market and maximizing their
therapeutic and commercial benefits will ensure that ENBREL(R) achieves its full
blockbuster potential. Immunex's recognized research excellence in immunology
and inflammation will benefit our discovery research programs," said Sharer. "We
intend to apply our significant resources and expertise in protein manufacturing
to step up production and distribution of ENBREL(R) to meet strong market
demand. The first manufacturing facility in Rhode Island is completed, and we
are committed to completing construction of the second plant to help meet that
demand."
"Together, we will be the leader in meeting the needs of rheumatoid arthritis
patients, and we also plan to continue exploring potential combination therapies
to treat inflammation," said Sharer.
He concluded: "This is a perfect strategic fit, and we are confident that we can
achieve a rapid and organized integration. The entrepreneurial spirit and speed
with which we operate will continue to define our science-based, patient-focused
company."
Ed Fritzky, Chairman and Chief Executive of Immunex, who will join the Amgen
board of directors, said: "It is a superb transaction for our shareholders. By
accelerating our strategic and financial plan, this transaction creates a
tremendous opportunity for Immunex shareholders to participate in the clear
potential of this biotech powerhouse. Amgen clearly values our discovery
research capabilities, including excellence in inflammation, immunology,
oncology, and vascular biology, and intends to build on what we have created.
The strength of this combination lies in expanding future patient benefits by
harnessing the significant resources, talents and assets of these two leading
organizations."
"In addition, Peggy Phillips and Doug Williams will continue to play significant
roles in the new company by becoming Executive Vice President, and Senior Vice
President, respectively. Both will join Amgen's executive committee. Phillips
will report to Kevin Sharer, and Williams to Roger Perlmutter, Executive Vice
President, Research & Development," he concluded.
Transaction Terms
-----------------
Under the terms of the agreement, each share of Immunex common stock will be
exchanged for a fixed-ratio of 0.44 shares of Amgen common stock and cash of
$4.50, or a total of 85% in stock and 15% in cash. Amgen will acquire Immunex in
a tax-free reorganization, and the Immunex shareholders will not be taxed to the
extent that they exchange their Immunex stock for Amgen stock. Amgen's existing
shareholders will own approximately 81% of the new company and Immunex's
existing shareholders will own 19%. As part of the agreement, Amgen will acquire
the 41% stake in Immunex held by American Home Products Corporation (NYSE: AHP),
for the same purchase price per share, giving AHP an 8% stake in the new
company. AHP has agreed to vote in favor of the transaction. The transaction is
anticipated to close in the second half of 2002, subject to approval by
shareholders of both companies, as well as customary regulatory approvals.
Robert Essner, President and Chief Executive Officer of AHP, said: "We are very
pleased with today's announcement by Amgen and Immunex. Amgen shares our belief
in the huge potential of ENBREL(R) in the robust and growing inflammation
market. As everyone knows, ENBREL(R) has first-to-market advantage and
tremendous upside potential. AHP believes that the combination of these two
companies will create a dynamic and powerful leader in the biotechnology
industry. The fine relationship we have enjoyed with Immunex over the past
several years in the launch and co-promotion of ENBREL(R) will be enhanced by
the excellent biologics manufacturing capability, sales force and other
resources that Amgen will bring to the partnership."
Strategic Pipeline
------------------
With the acquisition of Immunex, Amgen will enhance its existing new drug
pipeline in oncology and inflammation. In its existing oncology pipeline, Amgen
holds pegfilgrastim, a long-acting version of its blockbuster NEUPOGEN(R), a
white blood cell booster; Aranesp(TM), for the treatment of anemia in certain
types of chemotherapy; epratuzumab, a novel cancer therapeutic antibody for
non-Hodgkin's lymphoma; and, KGF, or keratinocyte growth factor, to treat oral
mucositis in cancer patients. This acquisition will add ABX-EGF, a fully human
antibody currently being studied in collaboration with Abgenix in certain
advanced cancers; and a number of pre-clinical candidates.
In inflammation, ENBREL(R) has been the leading biologic for the treatment of
rheumatoid arthritis since its launch in 1998. It is under review at the U.S.
Food and Drug Administration for a new indication in psoriatic arthritis, phase
3 studies are under way in severe psoriasis and phase 2 studies in ankylosing
spondylitis. Amgen has recently launched the first IL-1 inhibitor, Kineret(TM),
which is used to treat the signs and symptoms of rheumatoid arthritis. In
addition, Amgen's sTNF-RI product candidate is being investigated in slowing the
markers of disease progression in rheumatoid arthritis; and inhibitors of
OPG/OPGL signaling have been shown to inhibit bone destruction in clinical
studies. Immunex has also initiated phase 1 studies of the IL-1 receptor type II
in rheumatoid arthritis and is developing other candidates as well.
Webcast/Teleconference Information
----------------------------------
A conference call and webcast will be held for the investment community on
Monday, December 17, 2001, at 9:00 a.m. EST/6:00 a.m. PST. The dial-in number
for domestic callers is (877) 817-2450. The dial-in number for international
callers is (706) 634-7548. A replay of the call will be available for 30 days
beginning approximately four hours after the call's conclusion. The replay
number for domestic callers is (800) 642-1687, using the passcode 271-2097. The
replay number for international callers is (706) 645-9291, also using the
passcode 271-2097. 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. Access to live and replay audio of the
conference call will be available by following the appropriate links at
http://amgen.acquisitioninformation.com. The event will be archived and
---------------------------------------
available for replay for 30 days beginning approximately four hours after the
call's conclusion.
About Immunex
-------------
Immunex Corporation is a leading biopharmaceutical company dedicated to
improving lives through immune system science innovation. The company has
received numerous awards for both its scientific achievements and its overall
workplace environment since its inception in 1981. Immunex is an innovator in
the biopharmaceutical industry, and is responsible for the production of the
world's fastest growing biotechnology product, ENBREL(R), used to treat
rheumatoid arthritis. The company recently broke ground in Rhode Island and
began construction of a new, large-scale manufacturing facility to help ensure
the long-term supply of ENBREL(R).
About Amgen
-----------
Amgen is a leading global biotechnology company that discovers, develops,
manufactures and markets important human therapeutics based on advances in
cellular and molecular biology. Founded in 1980 with a staff of seven, Amgen has
grown into a global corporation with more than 7,000 employees worldwide. As the
world's largest biotechnology company, Amgen discovered and markets the two most
successful biotechnology products -- EPOGEN(R), which treats anemia, and
NEUPOGEN(R), which fights infection in cancer chemotherapy patients. In the past
two months, Amgen launched Aranesp(TM), which requires fewer injections than
current anemia therapy, and Kineret(TM), for the reduction in signs and symptoms
of rheumatoid arthritis.
About AHP
---------
American Home Products Corporation is one of the world's largest research-based
pharmaceutical and health care products companies. It is a leader in the
discovery, development, manufacturing and marketing of prescription drugs and
over-the-counter medications. It is also a leader in vaccines, biotechnology,
and animal health care.
Forward-Looking Statements
--------------------------
This news 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 Immunex. 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, accretion, 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 market for the sale of certain products and services may
not develop as expected; that development of these products and services may not
proceed as planned; the Immunex 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 proposed 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;
and other risks that are described in the Securities and Exchange Commission
reports filed by Amgen and Immunex, including their most recent filings on Form
10-Q. Amgen conducts research in the biotechnology/pharmaceutical field where
movement from concept to product is uncertain; consequently, there can be no
guarantee that any particular product candidate will be successful and become a
commercial product.
Furthermore, Amgen's research, testing, pricing, marketing and other operations
are subject to extensive regulation by domestic and foreign government
regulatory authorities. 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. These government regulations and reimbursement
policies may affect the development, usage and pricing of Amgen's products.
In addition, while Amgen routinely obtains patents for Amgen's products and
technology, the protection offered by Amgen's patents and patent applications
may be challenged, invalidated or circumvented by our competitors.
Because forward-looking statements involve risks and uncertainties, actual
results and events may differ materially from results and events currently
expected by Amgen and Immunex. Amgen and Immunex assume no obligation and
expressly disclaim any duty to update information contained in this news release
except as required by law.
Additional Information About the Acquisition and Where to Find It
-----------------------------------------------------------------
In connection with Amgen' s proposed acquisition of Immunex, Amgen and Immunex
intend to file with the SEC a joint proxy statement/prospectus and other
relevant materials. INVESTORS AND SECURITY HOLDERS OF AMGEN AND IMMUNEX ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT AMGEN, IMMUNEX AND THE ACQUISITION. The joint proxy
statement/prospectus and other relevant materials (when they become available),
and any other documents filed by Amgen or Immunex with the SEC, may be obtained
free of charge at the SEC's web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents (when they are
available) filed with the SEC by Amgen by directing a request to: Amgen Inc.,
One Amgen Center Drive, Thousand Oaks, CA 91320-1799, Attn: Investor Relations.
Investors and security holders may obtain free copies of the documents filed
with the SEC by Immunex by contacting Immunex Investor Relations at 51
University St., Seattle, WA 98101.
Investors and security holders are urged to read the joint proxy
statement/prospectus and the other relevant materials when they become available
before making any voting or investment decision with respect to the acquisition.
Amgen, Immunex and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the stockholders
of Amgen and Immunex in favor of the acquisition. Information about the
executive officers and directors of Amgen and their ownership of Amgen common
stock is set forth in the proxy statement for Amgen's 2001 Annual Meeting of
Shareholders, which was filed with the SEC on April 4, 2001. Information about
the executive officers and directors of Immunex and their ownership of Immunex
common stock is set forth in the proxy statement for Immunex's 2001 Annual
Meeting of Shareholders, which was filed with the SEC on March 16, 2001.
Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of Amgen, Immunex and their respective
executive officers and directors in the acquisition by reading the joint proxy
statement/prospectus regarding the acquisition when it becomes available.
# # #
EDITOR'S NOTE: An electronic version of this news release will be available via
the Amgen and Immunex Web sites, at www.amgen.com and www.immunex.com,
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respectively.
CONTACTS
--------
Amgen:
Jeff Richardson 805-447-3227 (media)
Cary Rosansky 805-447-4634 (investors)
Immunex:
Robin Shapiro 206-389-4040 (media)
Mark Leahy 206-389-4363 (investors)
AHP:
Lowell Weiner 973-660-5013 (media)
Justin Victoria 973-660-5340 (investors)