Amgen to Acquire Horizon Therapeutics for $27.8 Billion in Cash

This pricing represents a premium of approximately 47.9% compared to the closing price of $78.76 per share on November 29, and a premium of about 19.7% compared to the closing price of $97.29 per share on December 9.

Amgen's acquisition of Horizon Therapeutics has an equity value of approximately $27.8 billion (representing the fully diluted total equity valuation), while the company’s total enterprise value (equity + debt - cash) is about $28.3 billion. On December 12, Amgen signed a bridge loan agreement totaling $28.5 billion, which is jointly guaranteed by Amgen, Citibank, Bank of America, and other institutions.

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Tim Walbert, Chairman, President and Chief Executive Officer of Horizon Therapeutics, said, "Over the past nearly 15 years, we have built one of the fastest-growing and most respected companies in the biotechnology industry from the ground up. We have not only delivered significant outcomes for patients, their families, and our customers, but also created tremendous value for shareholders. These achievements are a result of our employees' commitment, dedication, and passion for researching autoimmune and inflammatory diseases. We believe Amgen will carry on these qualities, continue to maximize the value of the product pipeline, and improve global patient access to medications."

Amgen Chairman and Chief Executive Officer Robert A. Bradway stated, "This is a once-in-a-lifetime opportunity that aligns with our strategy of achieving long-term growth by providing innovative medicines to meet the needs of patients suffering from serious diseases. Amgen's decades-long leadership in inflammation and nephrology, combined with the company’s global reach and world-class biologics capabilities, will expand access to FIC drugs like Tepezza, Krystexxa, and Uplizna for more patients. Moreover, the investigational drugs in Horizon’s pipeline will be a strong complement to Amgen’s R&D portfolio."

Specifically, Amgen believes that the acquisition of Horizon Therapeutics offers the following benefits:

• Expand the product pipeline to meet the needs of patients with rare diseases and strengthen the company's FIC/BIC innovative therapy portfolio;

• Leverage Amgen's 20 years of commercial and medical expertise in inflammation and nephrology, along with its global scale, to enhance the growth potential of Horizon Therapeutics' product portfolio.

• Leverage Amgen's industry-leading R&D, process development, and global manufacturing expertise in biologics to benefit Horizon's approved drugs and potential new medicines;

• Generated robust cash flow (totaling approximately $10 billion in the 12 months ended Q3 2022) to support capital allocation priorities, including ongoing innovation investments and continued dividend growth, while maintaining a commitment to investment-grade credit ratings;

• Accelerate the growth of the company's total revenue, and it is expected to increase non-GAAP earnings per share starting from 2024;

• Increase the efficiency of the merged group, with an expected reduction in annual pre-tax costs of at least $500 million by the end of the third fiscal year after completion.

Horizon is a global biotechnology company headquartered in Dublin, Ireland, focusing on the discovery, development, and commercialization of drugs to address rare diseases and autoimmune conditions.ImmunityAnd the treatment needs of patients with severe inflammatory diseases. The company has 12 marketed drugs and more than 20 ongoing research projects. It has offices or facilities across four continents and employs over 2,000 people.