Amgen Announces The Outcome Of The Recommended Public Cash Offer To The Shareholders Of Nuevolution, Declares The Offer Unconditional And Completes The Offer
THOUSAND OAKS, Calif., July 8, 2019 /PRNewswire/ —
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
Shareholders in the United States should refer to the section entitled “Important Information to U.S. Shareholders” at the end of this press release.
On 22 May 2019 at 08:00 CEST, Amgen Inc. (“Amgen“) (NASDAQ:AMGN) announced a recommended public cash offer to the shareholders of Nuevolution AB (publ) (“Nuevolution“) to tender all their shares in Nuevolution to Amgen (the “Offer“) for SEK 32.50 per share in cash (the “Offer Price“).(1) Nuevolution’s shares are listed on Nasdaq Stockholm, Small Cap.
At the end of the Offer acceptance period on 4 July 2019, the Offer had been accepted by shareholders representing a total of 48,313,224 shares and votes in Nuevolution, corresponding to approximately 97.6% of the total number of issued and outstanding shares and votes in Nuevolution(2) (approximately 88.4% of the total number of shares and votes on a fully diluted basis(3)). As communicated in the Offer announcement and the offer document describing the Offer, which was published on 12 June 2019 (the “Offer Document“), the Offer did not include warrants issued by Nuevolution to participants under the incentive programs implemented by Nuevolution (“Warrants“), and Amgen provided Warrant holders an opportunity to sell all their Warrants to Amgen outside of the Offer (the “Warrant Offer“). The Warrant Offer has been accepted by Warrant holders representing all 5,109,254 Warrants allotted under the programs, corresponding to 5,109,254 shares and votes in Nuevolution, if exercised (approximately 9.4% of the total number of shares and votes on a fully diluted basis).
In total, the securities tendered by shareholders and Warrant holders into the Offer and the Warrant Offer, respectively, correspond to approximately 97.8% of the total number of shares and votes in Nuevolution on a fully diluted basis. Amgen did not own or control any securities in Nuevolution at the time of the Offer announcement, and has not, since then, acquired any securities in Nuevolution outside of the Offer and the Warrant Offer.
Amgen hereby declares the Offer unconditional, announces that all conditions for completion of the Offer have either been satisfied or waived and declares that it is completing the Offer. Settlement in respect of shares duly tendered on or before 4 July 2019 is expected to occur on or around 15 July 2019.
To give remaining shareholders of Nuevolution the possibility to accept the Offer, Amgen has decided to extend the acceptance period until 17:00 (CEST) on 24 July 2019. Settlement in respect of shares tendered during the extended acceptance period is expected to occur on or around 19 July 2019 for shareholders accepting the Offer no later than on 12 July 2019 and on or around 31 July 2019 for the shareholders accepting the Offer after 12 July 2019. During the extended acceptance period, Amgen may acquire, or enter into agreements to acquire, shares in Nuevolution outside of the Offer. Such acquisitions or agreements will be made in accordance with applicable Swedish laws and regulations.
Amgen intends to initiate compulsory acquisition proceedings with respect to the remaining Nuevolution shares, and to promote a de-listing of the Nuevolution shares from Nasdaq Stockholm.
For further information, please contact:
Investors: Arvind Sood, Amgen Inc., +1 805-447-1060.