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| AMGN > SEC Filings for AMGN > Form 8-K on 30-Apr-2012 | All Recent SEC Filings |
30-Apr-2012
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhi
On April 24, 2012, Amgen Inc. (the "Company"), through its wholly-owned subsidiary organized and existing under the laws of the Republic of Turkey, entered into a Share Purchase Agreement (the "Share Purchase Agreement") with certain shareholders (the "MN Sellers") of Mustafa Nevzat ?laç Sanayii Anonim ?irketi, a joint stock company organized and existing under the laws of the Republic of Turkey ("Mustafa Nevzat") and each of the shareholders (the "Sihhat Sellers") of Sihhat Da?itim Pazarlama A?., a joint stock company organized and existing under the laws of the Republic of Turkey ("Sihhat"). The MN Sellers collectively hold approximately 93.1 percent of the issued share capital of Mustafa Nevzat and Sihhat holds approximately 2.5 percent of the issued share capital of Mustafa Nevzat.
Pursuant to the Share Purchase Agreement, the Company will acquire approximately 95.6 percent of the issued share capital of Mustafa Nevzat by acquiring all of the shares of Mustafa Nevzat held by the MN Sellers and all of issued share capital of Sihhat from the Sihhat Sellers for an aggregate purchase price that values Mustafa Nevzat at approximately US $700 million, subject to adjustment as set forth in the Share Purchase Agreement (the "Transaction"). The Share Purchase Agreement also permits the remaining minority shareholders of Mustafa Nevzat to "opt-in" to the Share Purchase Agreement and to sell their shares to the Company on the terms and conditions stated therein on or before consummation of the Transaction.
The Share Purchase Agreement also contains other customary provisions, including warranties, covenants and termination rights. Consummation of the Transaction is expected to occur following the satisfaction of various customary closing conditions, including, among other things, receipt of approval from the Turkish Competition Authority.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is attached to this report as Exhibit 2.1 and is incorporated by reference herein. The Company issued a press release on April 25, 2012 announcing the execution of the Share Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
The Company noted that its 2012 financial guidance provided on April 24, 2012 does not take into account the Transaction.
(d) Exhibits.
2.1 Share Purchase Agreement, dated as of April 24, 2012, by and among Amgen ?laç Ticaret Limited ?irketi, Amgen Worldwide Holdings B.V., the MN Sellers and the Sihhat Sellers. The registrant has omitted from Exhibit 2.1 certain schedules pursuant to Item 601(b)(2) of Regulation S-K, and agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
99.1 Press Release dated April 25, 2012.
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