Amgen extends exchange for 0% convertibles

New York, May 4 - Amgen Inc. said it has extended its exchange offer for its $2.359 billion principal amount at maturity of zero-coupon convertibles notes due 2032 by one day.

The offer now ends at 5 p.m. ET on May 5 instead of 5 p.m. ET on May 4.

As of the old expiry, $2.227 billion or 94.4% of the convertibles had been tendered.

As announced on April 26, the new convertibles will have net share settlement and a 100% contingent conversion feature. Under the net share settlement, Amgen will pay cash for any conversions up to the accreted principal amount and the remainder in stock. The 100% contingent conversion feature means the new convertibles will only be callable if the stock trades above the accreted conversion price for 20 out of 30 trading days or if Amgen calls the notes.

The new convertibles have more comprehensive dividend protection, are putable for cash only rather than cash, stock or a combination at Amgen's option, and will pay contingent interest subject to a 120% hurdle.

The Thousand Oaks, Calif., biotechnology company is offering an exchange fee of $2.50 per $1,000 principal amount.

Amgen said it is carrying out the exchange to reduce the likelihood and extent of dilution of earnings per share. The existing convertibles must be accounted for as if converted.

The exchange ends at 5 p.m. ET on May 4.

Credit Suisse First Boston LLC (212 325-0057) and UBS Investment Bank (888 722-9555 ext. 4210) are dealer managers and Morrow & Co., Inc. (212 754-8000 or 800 607-0088 (holders) or 800 654-2468 (banks and brokers) is the information agent.

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