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
This filing relates to the proposed acquisition ("Acquisition") by Amgen Inc.
("Amgen") of Immunex Corporation ("Immunex") pursuant to the terms of an
Agreement and Plan of Merger, dated as of December 16, 2001 (the "Merger
Agreement"), by and among Amgen, AMS Acquisition Inc. and Immunex. The Merger
Agreement is on file with the Securities and Exchange Commission as an exhibit
to the Current Report on Form 8-K filed by Amgen on December 17, 2001 and is
incorporated by reference into this filing.
The following is the text of questions and answers regarding the Acquisition and
the registration statement on Form S-4 filed by Amgen with the Securities and
Exchange Commission on January 31, 2002. Amgen has made this Q&A available at
http://amgen.acquisitioninformation.com and, by following the appropriate links,
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on its website at www.amgen.com.
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Questions & Answers- Form S-4 Registration Statement
On January 31, 2002, Amgen filed with the SEC a registration statement on Form
S-4. This registration statement is available at the SEC's website
(www.sec.gov). The information in this registration statement is not complete
and may be changed.
How will Amgen account for the purchase price paid to acquire Immunex?
-Generally accepted accounting principles (GAAP) require that Immunex's acquired
assets, both tangible and intangible, and liabilities be included in Amgen's and
Immunex's combined financial statements as of the acquisition date based on
their then estimated fair value. The difference between the purchase price paid
and fair value assigned to the net assets acquired is then allocated to
goodwill.
-The following summarizes the preliminary allocation of fair values to Immunex's
net assets and the resulting accounting treatment in Amgen's and Immunex's
combined financial statements.
Preliminary
values
assigned
(In
Asset description billions) GAAP accounting treatment
----------------- --------- -------------------------
In-process research and $2.4 Recognize as an immediate expense during
development the period that the acquisition closes
Identifiable intangible 6.6 Capitalize and amortize over the estimated
assets (primarily useful life of the product - 15 years
developed technology (approximately $440 million per year)
related to ENBREL)
Deferred tax liability (2.6) Established to reflect the lack of tax
deductibility of identifiable intangible
assets acquired. This liability will be
amortized in proportion to the related
assets and, in essence, results in a
benefit to future years' tax provisions
(approximately $170 million per year)
Net tangible assets, 1.8 Capitalize
principally Immunex's cash
and investments acquired
Goodwill 9.4 Capitalize as an asset as of the
------ acquisition date and periodically
evaluate for potential impairment (at
least once per year)
Total purchase price $ 17.6
======
The allocation of the purchase price is preliminary. The final determination of
the allocation of the purchase price is expected to be completed as soon as
practicable after the completion of the acquisition. As a result, the final
allocation could differ significantly from the amounts presented in the table
above.
Why is the purchase price listed at $17.6 billion in the Form S-4 registration
statement and $16 billion in your press release?
-The principal difference is that in the press release, the purchase price is
net of Immunex cash and investments acquired while in the Form S-4 the purchase
price includes cash and investments to be acquired by Amgen.
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-In addition, the value of the Amgen shares used in determining the purchase
price in the Form S-4 was $58.525 per share based on the average closing price
of Amgen common stock for the two days prior to and two days subsequent to the
announcement of the acquisition, in accordance with GAAP. The value of the Amgen
shares used in determining the purchase price in the press release was $56.03,
which represented the closing price of Amgen common stock on the last trading
day prior to the announcement date.
How did you arrive at the amount of the identifiable intangible assets and the
goodwill?
-The identifiable intangible assets are principally related to the estimated
fair value of currently approved indications for ENBREL. The fair value was
derived from preliminary estimates of discounted future cash flows using
assumptions that a representative potential acquirer would use. This calculation
is based on a preliminary valuation performed by a third party specialist.
-The amount of the purchase price allocated to goodwill equals the excess of the
total purchase price over the fair value of the assets and liabilities being
acquired. Under applicable accounting rules, goodwill includes, among other
items, deal synergies, potential value of research projects yet to commence, and
the future value that Amgen can contribute to the deal.
What is cash EPS, and why is Amgen intending to report this way on a go forward
basis?
-We calculate cash EPS or "adjusted EPS" by making the following adjustments,
net of tax, to EPS computed under generally accepted accounting principles
(GAAP):
. Add back amortization of identifiable intangible assets acquired
. Add back other merger-related expenses directly resulting from the
acquisition including non-recurring cash compensation related to the
Immunex short-term employee retention plan
-In computing adjusted EPS, no adjustment to GAAP EPS will be made with respect
to depreciation and amortization of property, plant and equipment. However, we
will adjust GAAP EPS for non-recurring items as they occur.
-We believe that adjusted EPS will be a more meaningful measure of the combined
company because it better reflects the ongoing economic benefits of the business
acquired. However, we recognize the importance of EPS computed in accordance
with GAAP and intend to reconcile adjusted EPS to GAAP EPS, as required.
Your Pro forma financial statement for 2000 suggests greater dilution than the
approximately 5% you expected in 2003 discussed on your roadshow, why?
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-The financial data presented for 2000 are for illustrative purposes only and
do not represent a forecast of the consolidated financial position or the
consolidated results of operations for any future period. Financial results in
2003 will be significantly different than results in 2000.
-To adjust the pro forma GAAP EPS from the S-4 to adjusted EPS the following
adjustments, net of tax, to the GAAP EPS are required: (The following is
illustrated in Table 1 of the Q&A.)
. Add back amortization of identifiable intangible assets acquired
. Add back non-recurring cash compensation pursuant to the Immunex
short-term retention plan
. Add in expected synergies upon completion of the acquisition
-The adjusted EPS of $.99 should be compared to the historically reported GAAP
EPS of $1.05. This yields a 6% dilution.
How should an investor reconcile their Amgen expected pre-acquisition future EPS
with the post-acquisition adjusted EPS?
-To determine the adjusted EPS in future periods and the related effect;
. Begin with the applicable years expected pre-acquisition Amgen GAAP EPS
and,
. Add the expected net income of Immunex and expected synergies
. Subtract interest expense or foregone interest income to finance the
acquisition
. Increase the number of shares outstanding to reflect the impact of the
additional shares issued related to the acquisition
What are some of the operating synergies that will benefit Amgen following the
acquisition?
-Synergies will be derived primarily from reductions in redundant program
expenses and employee related costs, and avoidance of future headcount needs. We
anticipate cost synergies of more than $200 million in 2003 and more than $250
million in 2004.
What is your timeline for regulatory review of the acquisition?
-We continue to anticipate regulatory review will be completed in the second
half of 2002
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Table 1
Dilution Analysis for Illustrative Purposes Only
Year Ended December 31, 2000
The financial data presented in the table below is derived from unaudited pro
forma condensed combining financial statements, which are included in a
registration statement that Amgen filed with the SEC. The financial data is
based upon the estimates and assumptions set forth in the registration statement
which are preliminary and have been made solely for the purpose of developing
the pro forma information. The financial data presented below are for
illustrative purposes only and do not represent a forecast of the consolidated
financial position or the consolidated results of operations for any future
period.
Per Share Percent
Amount Dilution
------------ -------------
Amgen reported stand-alone EPS $1.05
Pro forma GAAP Diluted EPS per Form S-4 0.66
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Unadjusted dilution $0.39 37%
============ =============
Pro forma GAAP Diluted EPS per Form S-4 Add: $0.66
Amortization of acquired intangible assets 0.20(1)
Compensation expense payable to Immunex employees
under the Immunex Corporation Retention Plan 0.04(2)
Estimated cost savings from projected synergies 0.09(3)
------------
Adjusted diluted EPS $0.99
Amgen reported stand-alone EPS 1.05
------------
Adjusted dilution $0.06 6%
============ =============
1. Amortization expense for identifiable intangible assets less the deferred
tax benefit divided by the pro forma diluted shares.
2. Compensation expense per the pro forma condensed combining financial
statement of operations in the Form S-4 tax-effected and then divided by
the pro forma diluted shares.
3. Estimated cost savings of $200 million per page 30 of Form S-4 tax-effected
and divided by the pro forma diluted shares.
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Additional Information and Where to Find It
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On January 31, 2002, Amgen filed a registration statement with the SEC
containing a preliminary 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 BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT AMGEN, IMMUNEX AND THE ACQUISITION. The
joint proxy statement/prospectus and other relevant materials, 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 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's Investor Relations department at 51 University Street, 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
Stockholders, 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.
Forward-Looking Statements
--------------------------
This document contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, including statements about Amgen's financial condition, results of
operations, operating efficiencies or synergies, accounting treatment and other
matters related to 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. Risks, uncertainties and assumptions include
the possibility that the Immunex Acquisition is terminated or that there are
unexpected delays in obtaining Federal Trade Commission or other regulatory
approvals; that the parties are unable to successfully execute their integration
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strategies, or achieve planned synergies; and other risks that are described in
the Securities and Exchange Commission reports filed by Amgen, including its
most recent Form 10-Q and Registration Statement on Form S-4.
Because forward-looking statements involve risks and uncertainties, actual
results and events may differ materially from results and events currently
expected by Amgen. Amgen assumes no obligation and expressly disclaims any duty
to update information contained in this document except as required by law.
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