Amgen and South San Francisco, California-based Onyx Pharmaceuticals, Inc. announced that their boards of directors have unanimously approved a transaction under which Amgen will acquire all of the outstanding shares of Onyx for $125 per share in cash.  The purchase price is $10.4 billion, or $9.7 billion net of estimated Onyx cash.

Onyx Pharmaceuticals, Inc. is a global biopharmaceutical company engaged in the development and commercialization of innovative therapies for improving the lives of people with cancer.  Onyx has an important and growing multiple myeloma franchise, with Kyprolis (carfilzomib) for Injection already approved in the United States (US). In addition, Onyx has three partnered oncology assets: Nexavar (sorafenib) tablets (an Onyx and Bayer HealthCare Pharmaceuticals, Inc. compound), Stivarga (regorafenib) tablets (a Bayer compound), and palbociclib (a Pfizer, Inc. compound).  Onyx also has multiple oncology compounds in various stages of clinical development.

Amgen intends to effect the transaction through a tender offer and expects to close at the beginning of the fourth quarter, subject to the satisfaction of customary closing conditions, including the receipt of regulatory clearance.  

"We believe that Amgen is ideally suited to realize the full potential of Onyx's portfolio and pipeline for the benefit of physicians and patients," said Robert A. Bradway, chairman and chief executive officer at Amgen.  "Our acquisition of Onyx follows a thorough due diligence process and is fully consistent with our strategy of advancing innovative medicines that address serious unmet medical needs.  We expect this acquisition will accelerate growth and enhance value for Amgen shareholders.

"Amgen has a unique opportunity to add value to Kyprolis, a product which is at an early and promising stage of its launch," Bradway continued.

Onyx holds global rights to Kyprolis, excluding Japan.  Kyprolis has an orphan drug designation in the U.S. with exclusivity until July 2019, and patents in the US which extend until at least 2025.

Amgen will benefit from the global rights to Onyx's innovative oncology portfolio and pipeline.  Amgen intends to leverage its oncology capabilities and experience to support Onyx's clinical development programs and maximize Kyprolis' potential in the US and the rest of the world.

The acquisition of Onyx also adds to Amgen's robust late-stage pipeline.  This pipeline includes nine innovative products for which registration-enabling data are anticipated by 2016.  Four of these are innovative, first-in class oncology products. Onyx's pipeline complements Amgen's growing oncology portfolio.

In addition to accelerating Amgen's revenue growth, the acquisition of Onyx is expected to be accretive to Amgen's adjusted net income in 2015.

"After a careful and thorough evaluation process, our Board of Directors has determined that the all-cash transaction with Amgen maximizes value for our stockholders and expands the potential of our commercial medicines and clinical pipeline to reach more patients globally," said Dr. Tony Coles, chairman and chief executive officer of Onyx.

Coles continued, "We are pleased to have reached this agreement with Amgen, a company that shares Onyx's vision for innovation on behalf of patients.  This transaction is an important affirmation of the meaningful value our employees have created, and we look forward to rewarding our stockholders with an immediate and attractive premium."

Bradway concluded, "Our two companies share a strong culture of innovation and a focus on patient needs. I look forward to bringing the talented people of Onyx and Amgen together as we continue to fulfill our commitment to unlocking the potential of biology for patients suffering from serious illnesses."

Amgen will finance the acquisition with $8.1 billion in committed bank loans and the balance with cash available in the US.  The loans have five year terms and carry an average interest charge of LIBOR plus 104 basis points.  Amgen expects to retain its investment grade credit rating following this transaction and remains committed to meaningfully increasing the dividend over time.  The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.

Lazard is acting as lead advisor to Amgen; BofA Merrill Lynch is acting as co-advisor and is also lead arranger for the financing; and Sullivan & Cromwell LLP is serving as legal counsel.  Centerview Partners, LLC is acting as financial advisor to Onyx and Goodwin Procter, LLP is serving as legal counsel.

Amgen is committed to unlocking the potential of biology for patients suffering from serious illnesses by discovering, developing, manufacturing and delivering innovative human therapeutics.