Amgen begins nine exchange offers for cash and new notes due 2053

Chicago, July 30 – Amgen Inc. started an exchange offer on Thursday for nine series of notes for a combination of cash and new notes due 2053, according to a press release.

The offer is capped at $800 million principal amount of notes. Additionally, the new notes premium from the exchange offers will not be greater than $350 million.

Tendering noteholders will receive a calculated amount of cash and an amount of new notes equal to the total exchange price applicable to each series of old notes minus the cash component.

The new notes will have an interest rate equal to the bid-side yield of the 2% U.S. Treasury bond due Feb. 15, 2050 plus a fixed spread of 140 basis points, to be determined on the pricing determination date, Aug. 13.

The cash payment percent of premium (listed below) is the percent of the amount by which the total exchange price is more than $1,000 per $1,000 principal amount of notes validly tendered.

When pricing is determined, unpaid interest to the settlement date will be subtracted from the calculation. Unpaid interest will be settled in cash on the applicable settlement date.

Amgen may, at its option, increase or decrease the principal amount of new notes exchangeable for each $1,000 principal amount of old by up to $100 per $1,000 principal amount of notes. That sort of adjustment would affect the composition, but not the amount, of the total exchange price. The company expects to make that decision by the price determination date.

Eligible series

The following series are eligible in the exchange offer, in descending order of acceptance priority level, subject to proration within a series if the offer is oversubscribed:

• The $290,616,000 outstanding of the 6.9% senior notes due 2038 (ISIN: US031162AY66) with pricing to be determined using the 2% U.S. Treasury due Feb. 15, 2050 plus a fixed spread of 100 basis points and a 40% cash payment percent of premium;

• The $552.41 million outstanding of the 6.375% senior notes due 2037 (ISIN: US031162AW01) with pricing to be determined using the 2% U.S. Treasury due Feb. 15, 2050 plus a fixed spread of 95 bps and a 44% cash payment percent of premium;

• The $466.32 million outstanding of the 6.4% senior notes due 2039 (ISIN: US031162BA71) with pricing to be determined using the 2% U.S. Treasury due Feb. 15, 2050 plus a fixed spread of 100 bps and a 36% cash payment percent of premium;

• The $412.12 million outstanding of the 5.75% senior notes due 2040 (ISIN: US031162BC38) with pricing to be determined using the 2% U.S. Treasury due Feb. 15, 2050 plus a fixed spread of 105 bps and a 27% cash payment percent of premium;

• The $487.02 million outstanding of the 5.65% senior notes due 2042 (ISIN: US031162BH25) with pricing to be determined using the 2% U.S. Treasury due Feb. 15, 2050 plus a fixed spread of 110 bps and a 20% cash payment percent of premium;

• The $261,077,000 outstanding of the 5.375% senior notes due 2043 (ISIN: US031162BP41) with pricing to be determined using the 2% U.S. Treasury due Feb. 15, 2050 plus a fixed spread of 110 bps and a 10% cash payment percent of premium;

• The $974,045,000 outstanding of the 5.15% senior notes due 2041 (ISIN: US031162BK53) with pricing to be determined using the 2% U.S. Treasury due Feb. 15, 2050 plus a fixed spread of 105 bps and a 11% cash payment percent of premium;

• The $600 million outstanding of the 4.95% senior notes due 2041 (ISIN: US031162BE93) with pricing to be determined using the 2% U.S. Treasury due Feb. 15, 2050 plus a fixed spread of 110 bps and a 6% cash payment percent of premium; and

• The $2.25 billion outstanding of the 4.4% senior notes due 2045 (ISIN: US031162BZ23) with pricing to be determined using the 2% U.S. Treasury due Feb. 15, 2050 plus a fixed spread of 125 bps and a 0% cash payment percent of premium.

Conditions

The exchange offers are subject to several conditions:

• The new notes and the old notes will not be determined to be “substantially different” under ASC 470-50 for accounting purposes;

• The yield as determined on the pricing date has to be within a specified applicable percentage for each series;

• At least $300 million principal amount of new notes will be issued in exchange for the old notes; and

• The exchange will not have an adverse impact on Amgen’s business.

Dates

All old notes tendered for exchange before the early participation deadline will have priority over notes tendered after the early deadline.

The early participation deadline and withdrawal date is 5 p.m. ET on Aug. 12.

Noteholders who tender by the early participation date will receive the full consideration, which includes an early exchange premium of $30 in principal amount of new notes for each $1,000 principal amount tendered.

Pricing will be determined at 10 a.m. ET on Aug. 13.

Early settlement is expected for Aug. 17.

The exchange offers will expire at 12 a.m. ET on Aug. 26.

Final settlement is expected for Aug. 28.

Further details

D.F. King & Co., Inc. is the information agent for the exchange offers (800 814-8954, 212 269-5550, amgen@dfking.com).

Amgen is a Thousand Oaks, Calif., manufacturer and marketer of human therapeutics based upon advances in cellular and molecular biology.

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