Amgen sets pricing terms for nine exchange offers, increases cap

By Taylor Fox

New York, Aug. 14 – Amgen Inc. has announced the pricing terms in its exchange offer for nine series of notes for a combination of cash and new notes due 2053, according to a press release.

Amgen has also increased the cap on the aggregate principal amount of new notes to be issued in the exchange offers to $940 million from $800 million.

All new notes due 2053 will have an interest rate of 2.77%.

Amgen will accept $676,157,000 in aggregate principal amount of the old notes that were tendered for exchange at or prior to the early participation date.

Amgen expects to deliver an aggregate principal amount of $940 million of new notes and will pay an aggregate of $85,382,998.17 cash consideration, excluding interest, for the old notes accepted for exchange.

Exchange price

The total exchange price per $1,000 principal amount for each series of notes is as follows and in each case includes a $30 early exchange premium for notes tendered by the early exchange deadline:

• $1,654.36 for the 6.9% senior notes due 2038 (ISIN: US031162AY66);

• $1,561.16 for the 6.375% senior notes due 2037 (ISIN: US031162AW01);

• $1,599.59 for the 6.4% senior notes due 2039 (ISIN: US031162BA71);

• $1,516.79 for the 5.75% senior notes due 2040 (ISIN: US031162BC38);

• $1,524.72 for the 5.65% senior notes due 2042 (ISIN: US031162BH25);

• $1,494.84 for the 5.375% senior notes due 2043 (ISIN: US031162BP41);

• $1,433.15 for the 5.15% senior notes due 2041 (ISIN: US031162BK53);

• $1,406.21 for the 4.95% senior notes due 2041 (ISIN: US031162BE93); and

• $1,317.54 for the 4.4% senior notes due 2045 (ISIN: US031162BZ23).

Early exchange

The principal amount of each series of old notes validly tendered as of the early participation date and its proration factor are as follows:

• $37,335,000 of the 6.9% senior notes due 2038, all of which will be accepted for exchange;

• $73,531,000 of the 6.375% senior notes due 2037, all of which will be accepted for exchange;

• $133.31 million of the 6.4% senior notes due 2039, all of which will be accepted for exchange;

• $39,022,000 of the 5.75% senior notes due 2040, all of which will be accepted for exchange;

• $71,602,000 of the 5.65% senior notes due 2042, all of which will be accepted for exchange;

• $76,199,000 of the 5.375% senior notes due 2043, all of which will be accepted for exchange;

• $491.03 million of the 5.15% senior notes due 2041, 49.977% of which will be accepted for exchange;

• $323,794,000 of the 4.95% senior notes due 2041, none of which will be accepted for exchange; and

• $939,837,000 of the 4.4% senior notes due 2045, none of which will be accepted for exchange.

As previously reported, the early participation deadline and withdrawal date was 5 p.m. ET on Aug. 12.

Early settlement is expected for Aug. 17.

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

D.F. King & Co., Inc. is the exchange agent and 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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