THOUSAND OAKS, California, July 26, 2019 /PRNewswire/ --
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
Shareholders in the United States should refer to the section entitled "Important Information to U.S. Shareholders" at the end of this press release.
On 22 May 2019 at 08:00 CEST, Amgen Inc. ("Amgen") (NASDAQ:AMGN) announced a recommended public cash offer to the shareholders of Nuevolution AB (publ) ("Nuevolution") to tender all their shares in Nuevolution to Amgen (the "Offer") for SEK 32.50 per share in cash. During the initial acceptance period, which ended on 4 July 2019, Nuevolution shareholders representing approximately 97.6% of the total number of issued and outstanding shares and votes in Nuevolution1 had accepted the Offer. Under Amgen's separate offer to the holders of warrants issued by Nuevolution to the participants under the incentive programs implemented by Nuevolution (the "Warrants"), all 5,109,254 Warrants allotted under the programs were tendered. In total, the securities tendered by shareholders and Warrant holders into the Offer and the Warrant offer, respectively, corresponded to approximately 97.8% of the total number of shares and votes in Nuevolution on a fully diluted basis.2 In connection with the announcement of the outcome of the Offer on 8 July 2019, Amgen declared the Offer unconditional and extended the acceptance period until 24 July 2019, to give remaining shareholders of Nuevolution the possibility to accept the Offer.
At the end of the extended acceptance period on 24 July 2019, Nuevolution shareholders representing an additional 230,932 shares and votes in Nuevolution, corresponding to approximately 0.47% of the total number of issued and outstanding shares and votes in Nuevolution (approximately 0.42% of the total number of shares and votes in Nuevolution on a fully diluted basis) had accepted the Offer.
Consequently, after the end of the extended acceptance period, Amgen controls a total of 48,544,156 shares and votes in Nuevolution, corresponding to approximately 98.0% of the total number of issued and outstanding shares and votes in Nuevolution (approximately 88.9% of the total number of shares and votes in Nuevolution on a fully diluted basis). In the aggregate, the securities tendered by shareholders and Warrant holders into the Offer and the Warrant offer, respectively, correspond to approximately 98.2% of the total number of shares and votes in Nuevolution on a fully diluted basis. Amgen did not own or control any securities in Nuevolution at the time of the Offer announcement, and has not, since then, acquired any securities in Nuevolution outside of the Offer and the Warrant offer.
Amgen will not extend the acceptance period further and the Offer is thereby closed. Settlement in respect of the remaining shares tendered during the extended acceptance period is expected to occur on or around 31 July 2019.
Amgen has initiated compulsory acquisition proceedings with respect to the Nuevolution shares that have not been tendered into the Offer. Nuevolution's shares have been delisted from Nasdaq Stockholm. The last day of trading was 26 July 2019, in accordance with the information provided by Nuevolution in a press release on 12 July 2019.
For further information, please contact:
Investors: Arvind Sood, Amgen Inc., +1 805-447-1060.
Media: Trish Hawkins, Amgen Inc., +1 805-447-5631.
Amgen discloses the information provided herein pursuant to Nasdaq Stockholm's Takeover Rules. The information was submitted for publication on 26 July 2019, 22:00 CEST.
This press release has been published in Swedish and English.
The Offer, pursuant to the terms and conditions presented in the Offer Document, has not been made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law.
This press release is not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any jurisdiction in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any laws or regulations in such jurisdiction. Persons who receive this press release (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Amgen disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
Notwithstanding the foregoing, Amgen reserves the right to permit the Offer to be accepted by persons not resident in Sweden if, in its sole discretion, Amgen is satisfied that such transaction can be undertaken in compliance with applicable laws and regulations.
To the extent permissible under applicable law or regulation, Amgen or its brokers may purchase, or conclude agreements to purchase, shares in Nuevolution, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for Nuevolution shares, such as warrants. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Sweden.
Important information to U.S. shareholdersThe Offer described in this press release has been made for the shares in Nuevolution, a Swedish company. The Offer has been made in the United States pursuant to an exemption from certain U.S. tender offer rules provided by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), in compliance with Section 14(e) of the U.S. Exchange Act and otherwise in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. It may be difficult for U.S. shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws, since Nuevolution is organized in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of a non-U.S. jurisdiction. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement. The receipt of cash pursuant to the Offer by shareholders who are U.S. taxpayers may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Offer. In accordance with normal Swedish practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Amgen and its affiliates or brokers (acting as agents for Amgen or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase outside the United States, shares in Nuevolution that are the subject of the Offer or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Sweden, such information will be disclosed to U.S. shareholders of Nuevolution. In addition, the financial advisors to Amgen may also engage in ordinary course trading activities in securities of Nuevolution, which may include purchases or arrangements to purchase such securities.
For purposes of this section "United States" and "U.S." means the United States of America (its territories and possessions, all states of the Unites States of America and the District of Columbia).
Forward-looking statementsThis press release contains forward-looking statements that are based on the current expectations and beliefs of Amgen. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including any statement on the outcome of the Offer and any resulting transactions, the benefits and synergies of any such transactions, the potential consequences of the Offer for those shareholders of Nuevolution who choose not to accept the Offer, future opportunities for Amgen or Nuevolution and any estimates of revenues, operating margins, capital expenditures, cash, other financial metrics, expected legal, arbitration, political, regulatory or clinical results or practices, customer and prescriber patterns or practices, reimbursement activities and outcomes and other such estimates and results. Forward-looking statements do not represent facts and involve significant risks and uncertainties, including those discussed above and more fully described in the U.S. Securities and Exchange Commission reports filed by Amgen, including its most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K. Unless otherwise noted, Amgen is providing this information as of the date of this press release and, unless required under Nasdaq Stockholm's Takeover Rules or applicable law, does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise. No forward-looking statement can be guaranteed and actual results may differ materially from those Amgen projects.
1 Based on 49,524,903 shares, the total number of issued and outstanding shares in Nuevolution as of 26 July 2019.2 The fully diluted numbers in this press release have been calculated based on all Warrants allotted and do not include the 488,906 issued Warrants held by Nuevolution's wholly-owned subsidiary, Nuevolution A/S.