December 14, 2022 | Health Care | Europe | Ended

Horizon Therapeutics / Amgen: Deal Insight

Biotechnology company Amgen agreed to buy US-operated, Ireland-incorporated drugmaker Horizon Therapeutics (“Horizon”) for $27.8bn or $116.50 per share in cash, the companies announced on 12-Dec-22. The price represents a one-day 19.7% premium and a 47.9% premium to Horizon’s undisturbed share price on 29-Nov-22, when the target confirmed that it was in preliminary talks with multiples suitors over a possible takeover. The deal will be implemented through a scheme of arrangement, sanctioned by the High Court of Ireland, which requires approval from at least 75% of Horizon shareholders present at a scheme meeting. Antitrust approvals will be sought from relevant authorities in the US, Austria, and Germany, along with foreign investment clearances in France, Germany, Denmark, and Italy. The MAC within the merger agreement has specific carve-outs relating to COVID-19 and war while the burdensome condition clause stipulates that the companies may pursue “remedy actions” but with neither required to agree to remedial action with respect to Horizon assets that are “reasonably be expected to be material.” The reverse termination fee is $974m (3.5% of equity value) and Horizon is liable to a capped reimbursement payment of $278m. Amgen has secured $28.5bn to fund the acquisition from a consortium of banks led by Citi and Bank of America ...

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