Filed by Amgen Inc. Pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Immunex Corporation
Commission File No. 0-12406
This filing relates to the proposed acquisition ("Acquisition") by Amgen Inc.
("Amgen") of Immunex Corporation ("Immunex") pursuant to the terms of an
Agreement and Plan of Merger, dated as of December 16, 2001 (the "Merger
Agreement"), by and among Amgen, AMS Acquisition Inc. and Immunex. The Merger
Agreement is on file with the Securities and Exchange Commission as an exhibit
to the Current Report on Form 8-K, as amended, filed by Amgen today, December
17, 2001, and is incorporated by reference into this filing.
The following is the text of key messages that Amgen has prepared for use in
responding to questions regarding the Acquisition:
For Internal Use Only
IMMUNEX ACQUISITION KEY MESSAGES
. This is a strategically compelling and unprecedented combination of two of the
world's fastest growing biotechnology companies, representing a key step in
Amgen's long-term growth program. It will:
. Combine most successful biotech company with industry's fastest growing
player
. Accelerate Amgen's product sales growth into the low 30s
. Increase the company's financial strength
. Further diversify Amgen's product portfolio
. Establish immediate leadership in inflammation therapy
. Significantly enhance the company's discovery research capabilities
. Immediately enhance Amgen's inflammation and oncology pipelines
. Marry two companies that share a strong cultural fit that is science-based,
patient-focused, entrepreneurial and hold a biotechnology heritage
. The transaction gives Amgen, currently the world's leading biotechnology
company, even greater financial strength to accelerate its long-term growth.
With Immunex, Amgen will:
. Have pro forma annual revenues of approximately $5.5 billion and net
income of $1.5 billion in 2002, assuming an H2 2002 close
. Have 9,500 employees
. Generate readily achievable cost synergies of $200 million in 2003 and
more than $250 million in 2004
. Benefit from earnings accretion in 2004
. Accelerate five-year annual percentage growth in product sales to the low
30s from the low 20s
. Accelerate annual growth in cash EPS to the mid-20s from the low 20s
. The combination will have a diverse blockbuster product portfolio,
unparalleled in the biotechnology world, with no significant patent
vulnerability until 2013.
. Immunex brings its proven inflammation blockbuster ENBREL(R) to Amgen's
existing portfolio including blockbusters EPOGEN(R) and NEUPOGEN(R), and
potential blockbuster Aranesp(TM). Immunex's ENBREL(R) sales are poised to
reach over $1 billion in sales in 2002 and $3 billion by 2005
. Amgen will leverage its substantial development expertise to maximize
Immunex's pipeline opportunities
. Amgen will have a rich pipeline, with leadership in three targeted
therapeutic areas: inflammation, oncology and nephrology, as well as R&D
focus in proteins, antibodies and small molecules
. Amgen will be an even more attractive licensing partner
. With ENBREL(R), a proven blockbuster and the fastest biologic drug ever,
Amgen will become a leader in inflammation which adds to its leadership in
nephrology and oncology.
. With Immunex, Amgen assumes instant market leadership in inflammation.
ENBREL(R) has first-to-market advantage and tremendous upside potential in
the robust and growing inflammation market
. Future growth for ENBREL(R) will be fueled by growth in rheumatoid
arthritis and other indications, such as psoriatic arthritis
. Additional market opportunities may exist for the combination ENBREL(R)
Kineret(TM) therapy aimed at enhancing the well-being of rheumatoid
arthritis patients
. The combined company expects to sustain its leadership in inflammation
through a rich pre-clinical pipeline characterized by innovative and
differentiated technology.
. Amgen is the best possible partner for Immunex with experience that can
help ensure ENBREL(R) achieves its full blockbuster potential.
. Amgen's experience in bringing successful drugs to market (clinical,
regulatory, manufacturing, sales and marketing) and optimizing their
potential makes Amgen an ideal fit for Immunex, with its strength in
discovery research
. Amgen is committed to leveraging its protein manufacturing expertise and
completing Immunex's second ENBREL(R) manufacturing plant in Rhode Island
to step up production of ENBREL(R) to meet strong market demand
. Amgen will leverage its inflammation sales force now in place to enhance
ENBREL(R) sales
. Amgen is committed to integrating the two companies quickly and to
maintaining the strong entrepreneurial culture that both companies share.
. Amgen expects to achieve $200 million in cost synergies in 2003 and more
than $250 million in 2004, representing approximately 5% of the combined
company's operating expenses
. Immunex CEO Ed Fritzky will become a member of Amgen's board
. Peggy Phillips and Doug Williams from Immunex will assume key roles at
Amgen by becoming executive vice president and senior vice president,
respectively
. Lower costs from elimination of redundancies, lower M&S expenses and
leveraging Amgen's strong development and manufacturing capability
. Amgen is committed to growing its operations over time in Seattle and to
continuing Immunex's strong tradition of community support.
. Amgen intends to center its inflammation research in Seattle
. Amgen has a strong track record of support, partnership and engagement in
the communities in which it operates
Additional Information and Where to Find It
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In connection with Amgen's proposed acquisition of Immunex, Amgen and
Immunex intend to file with the SEC a joint proxy statement/prospectus and
other relevant materials. INVESTORS AND SECURITY HOLDERS OF AMGEN AND
IMMUNEX ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE
OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT AMGEN, IMMUNEX AND THE ACQUISITION. The
joint proxy statement/prospectus and other relevant materials (when they
become available), and any other documents filed by Amgen or Immunex with
the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by Amgen by directing a request
to: Amgen Inc., One Amgen Center Drive, Thousand Oaks, CA 91320-1799, Attn:
Investor Relations. Investors and security holders may obtain free copies
of the documents filed with the SEC by Immunex by contacting Immunex's
Investor Relations department at 51 University Street, Seattle, WA 98101.
Investors and security holders are urged to read the joint proxy
statement/prospectus and the other relevant materials when they become
available before making any voting or investment decision with respect to
the acquisition.
Amgen, Immunex and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the
stockholders of Amgen and Immunex in favor of the acquisition. Information
about the executive officers and directors of Amgen and their ownership of
Amgen common stock is set forth in the proxy statement for Amgen's 2001
Annual Meeting of Shareholders, which was filed with the SEC on April 4,
2001. Information about the executive officers and directors of Immunex and
their ownership of Immunex common stock is set forth in the proxy statement
for Immunex's 2001 Annual Meeting of Shareholders, which was filed with the
SEC on March 16, 2001. Investors and security holders may obtain more
detailed information regarding the direct and indirect interests of Amgen,
Immunex and their respective executive officers and directors in the
acquisition by reading the joint proxy statement/prospectus regarding the
acquisition when it becomes available.
Forward-Looking Statements
--------------------------
This document contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, including statements about future financial and operating results and
Amgen's anticipated acquisition of Immunex. These statements are based on
management's current expectations and beliefs and are subject to a number
of risks, uncertainties and assumptions that could cause actual results to
differ materially from those described in the forward-looking statements.
All statements other than statements of historical fact are statements that
could be deemed forward-looking statements. For example, statements of
expected synergies, accretion, timing of closing, industry ranking,
execution of integration plans and management and organizational structure
are all forward-looking statements. Risks, uncertainties and assumptions
include the possibility that the market for the sale of certain products
and services may not develop as expected; that development of these
products and services may not proceed as planned; the Immunex acquisition
does not close or that the companies may be required to modify aspects of
the transaction to achieve regulatory approval; that prior to the closing
of the proposed acquisition, the businesses of the companies suffer due to
uncertainty; that the parties are unable to successfully execute their
integration strategies, or achieve planned synergies; and other risks that
are described in the Securities and Exchange Commission reports filed by
Amgen, including its most recent Form 10-Q. Amgen conducts research in the
biotechnology/pharmaceutical field where movement from concept to product
is uncertain; consequently, there can be no guarantee that any particular
product candidate will be successful and become a commercial product.
Furthermore, Amgen's research, testing, pricing, marketing and other
operations are subject to extensive regulation by domestic and foreign
government regulatory authorities. In addition, sales of Amgen's products
are affected by reimbursement policies imposed by third party payors,
including governments, private insurance plans and managed-care providers.
These government regulations and reimbursement policies may affect the
development, usage and pricing of Amgen's products.
In addition, while Amgen routinely obtains patents for Amgen's products and
technology, the protection offered by Amgen's patents and patent
applications may be challenged, invalidated or circumvented by our
competitors.
Because forward-looking statements involve risks and uncertainties, actual
results and events may differ materially from results and events currently
expected by Amgen and Immunex. Amgen and Immunex assume no obligation and
expressly disclaim any duty to update information contained in this
document except as required by law.