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Amgen plans $5 billion auction tender offer

November 02, 2017

If, at the final purchase price, shares representing more than $5 billion of Common Stock at the applicable purchase price (or such greater number of shares as Amgen may choose to purchase without amending or extending the offer) are properly tendered and not properly withdrawn, Amgen will purchase stock tendered at or below that price on a pro rata basis.  The tender offer will not be conditioned upon any minimum number of shares being tendered, but will be subject to the completion of the senior notes offering described below and the completion of additional financing sufficient to fund the purchase of shares under the tender offer, as well as other conditions described in the tender offer documents, which will be distributed to stockholders shortly.  These documents will also contain tendering instructions and a complete explanation of the tender offer's terms and conditions.

While Amgen's Board of Directors has authorized the Company to make the tender offer, neither Amgen nor its Board of Directors make any recommendation to any stockholder as to whether to tender or refrain from tendering any stock or as to the price or prices at which stockholders may choose to tender their stock.  Amgen has not authorized any person to make any such recommendation.  Stockholders must decide whether to tender their stock and, if so, how much stock to tender and at what price or prices.  In doing so, stockholders should carefully evaluate all of the information in the tender offer documents, when available, before making any decision with respect to the tender offer, and should consult their own financial and tax advisors.  

The tender offer will be made under Amgen's $10 billion stock repurchase program announced on Oct. 24, 2011.  Future repurchases under the program are expected to be executed through private block purchases and market transactions. The Company expects to engage in financing activity, including the senior notes offering announced today, to fund repurchases.  Future funding may include issuance of additional senior notes (denominated in U.S. or foreign currencies), term debt and/or commercial paper.

The tender offer described in this release has not yet commenced.

SOURCE Amgen