Introductory Note
On October 6, 2023, Amgen Inc., a Delaware corporation (“Amgen”), Horizon Therapeutics plc, a public limited company incorporated under the laws of Ireland (“Horizon”), and Pillartree Limited, a private limited company incorporated under the laws of Ireland and a wholly owned subsidiary of Amgen (“Acquirer Sub”), completed the transactions contemplated by that certain Transaction Agreement (the “Transaction Agreement”), dated as of December 11, 2022, by and among Amgen, Horizon and Acquirer Sub. Pursuant to a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Scheme”), Acquirer Sub acquired the entire issued ordinary share capital of Horizon (the “Acquisition”) and Horizon became a wholly-owned subsidiary of Amgen.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The Acquisition was conditioned on, among other things, the sanction of the Scheme by the Irish High Court (the “Court”) and the delivery of the Court Order (as defined in the Transaction Agreement) to the Registrar of Companies in Dublin, Ireland. On October 5, 2023, the Court sanctioned the Scheme. On October 6, 2023, the Court Order was delivered to the Registrar of Companies, at which time the Scheme became effective (the “Effective Time”).
At the Effective Time, Acquirer Sub acquired all of the outstanding ordinary shares of Horizon of nominal value $0.0001 per share (the “Ordinary Shares”) other than Ordinary Shares held by Horizon or its subsidiaries (such acquired Ordinary Shares, collectively, the “Horizon Shares”) and each holder of Horizon Shares outstanding as of 11:59 p.m. New York City time on October 5, 2023, the business day prior to the occurrence of the Effective Time (the “Scheme Record Time”), obtained the right to receive $116.50 in cash in exchange for each Horizon Share (the “Consideration”). In respect of the Horizon Shares issued and outstanding as of the Scheme Record Time, Amgen paid an aggregate of approximately $26.7 billion in cash to former shareholders of Horizon.
Pursuant to the Transaction Agreement, at the Effective Time, each outstanding equity award with respect to Horizon Shares (other than certain restricted stock unit awards denominated in Horizon Shares (“Horizon RSUs”)) was, whether vested or unvested, cancelled and converted into the right to receive the Consideration (less the applicable exercise price in the case of options). Other than any Horizon RSUs granted to non-employee directors or former service-providers of Horizon as of the completion date for the Acquisition (which Horizon RSUs were canceled and converted into the right to receive the product of the Consideration, multiplied by the total number of Horizon Shares subject to such Horizon RSUs immediately prior to the Effective Time), all Horizon RSUs were assumed by Amgen and converted into restricted stock units (each, an “Amgen RSU”) denominated in shares of common stock of Amgen, par value $0.0001 per share (“Amgen Common Stock”), with the number of shares of Amgen Common Stock subject to each such Amgen RSU equal to the product (rounded down to the nearest whole number) of (i) the number of Horizon Shares subject to such Horizon RSUs immediately prior to the Effective Time multiplied by (ii) (x) the Consideration divided by (y) the volume weighted average of the per share closing price of Amgen Common Stock on the Nasdaq Global Select Market (as reported in the Eastern Edition of The Wall Street Journal or, if not reported thereby, another authoritative source) for five trading days ending on the second business day prior to the completion of the Acquisition.
In connection with the completion of the Acquisition, trading of the Horizon Shares on the Nasdaq Global Select Market (the “Nasdaq”) was halted and the Horizon Shares will be delisted from the Nasdaq. Pursuant to the terms of the Transaction Agreement, Amgen and Horizon will take steps to cause the Horizon Shares to be deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”) as promptly as practicable following the Effective Time.
The foregoing descriptions of the Transaction Agreement and Appendix 3 to the Rule 2.7 Announcement (the “Conditions Appendix”) do not purport to be complete and are subject to, and qualified in their entireties by, the full text of the Transaction Agreement and the Conditions Appendix, which were filed as Exhibit 2.1 and Exhibit 2.2, respectively, to the Current Report on Form 8-K filed by Amgen with the SEC on December 12, 2022, and are incorporated by reference into this Item 2.01.
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