Filed by Amgen Inc. Pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934
Subject Company: Immunex Corporation
Form S-4 File No.: 333-81832
This filing relates to the proposed acquisition ("Acquisition") by Amgen Inc.
("Amgen") of Immunex Corporation ("Immunex") pursuant to the terms of an Amended
and Restated Agreement and Plan of Merger, dated as of December 16, 2001 (the
"Merger Agreement"), by and among Amgen, AMS Acquisition Inc. and Immunex. On
March 22, 2002, Amgen filed the Merger Agreement with the Securities and
Exchange Commission as a part of a joint proxy statement/prospectus which is
incorporated by reference into this filing.
The following is the text of questions and answers regarding the Acquisition and
the registration statement on Form S-4 filed by Amgen in connection with the
Acquisition. Amgen has made this Q&A available at
http://amgen.acquisitioninformation.com and, by following the appropriate links,
on its website at www.amgen.com.
Form S-4 Registration Statement Questions & Answers
On January 31, 2002, Amgen filed with the SEC a registration statement on Form
S-4. On March 22, 2002, Amgen filed amendment no. 1 to the registration
statement. This amended registration statement is available at the SEC's website
(www.sec.gov). The amended registration statement contains the proxy statement
relating to Amgen's annual meeting. At the annual meeting, among other things,
Amgen stockholders will be asked to approve the issuance of Amgen common stock
pursuant to the merger agreement between Amgen and Immunex. The proxy statement
was first mailed to Amgen stockholders on March 26, 2002. Certain other
Questions & Answers relating the merger appear on pages I-1 through I-3 of the
proxy statement for Amgen's annual meeting.
How will Amgen account for the purchase price paid to acquire Immunex?
Generally accepted accounting principles (GAAP) require that Immunex's acquired
assets, both tangible and intangible, and liabilities be included in Amgen's and
Immunex's combined financial statements as of the acquisition date based on
their then estimated fair value. The difference between the purchase price paid
and fair value assigned to the net assets acquired is then allocated to
goodwill.
The following summarizes the preliminary allocation of fair values to Immunex's
net assets and the resulting accounting treatment in Amgen's and Immunex's
combined financial statements.
Preliminary
-----------
Values Assigned
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Asset description (in billions) GAAP accounting treatment
----------------- ------------- ------------------------
In-process $2.4 Recognize as an immediate expense during
research and the period that the acquisition closes
development
Identifiable
intangible assets 6.6 Capitalize and amortize over the estimated
(primarily useful life of the product - 15 years
developed (approximately $440 Million per year)
technology
related to
ENBREL)
Established to reflect the lack of tax
deductibility of identifiable intangible
Deferred tax assets acquired. This liability will be
liability (2.6) amortized in proportion to the related
assets and, in essence, results in a benefit
to future years' tax provisions
(approximately $170 million per year)
Net tangible
assets,
principally 1.9 Capitalize
Immunex's cash
and investments
acquired
Capitalize as an asset as of the acquisition
Goodwill 9.4 date and periodically evaluate for potential
impairment (at least once per year)
Total purchase
price $17.7
The allocation of the purchase price is preliminary. The final determination of
the allocation of the purchase price is expected to be completed as soon as
practicable after the completion of the acquisition. As a result, the final
allocation could differ significantly from the amounts presented in the table
above.
Why is the purchase price listed at $17.7 billion in the Form S-4 registration
statement and $16 billion in your press release? The principal difference is
that in the press release, the purchase price is net of Immunex cash and
investments acquired, while in the Form S-4 the purchase price includes cash and
investments to be acquired by Amgen.
In addition, the value of the Amgen shares used in determining the purchase
price in the Form S-
4 was $58.525 per share based on the average closing price of Amgen common stock
for the two days prior to and two days subsequent to the announcement of the
acquisition, in accordance with GAAP. The value of the Amgen shares used in
determining the purchase price in the press release was $56.03, which
represented the closing price of Amgen common stock on the last trading day
prior to the announcement date.
How did you arrive at the amount of the identifiable intangible assets and the
goodwill?
The identifiable intangible assets are principally related to the estimated fair
value of currently approved indications for ENBREL. The fair value was derived
from preliminary estimates of discounted future cash flows using assumptions
that a representative potential acquirer would use. This calculation is based on
a preliminary valuation performed by a third party specialist.
The amount of the purchase price allocated to goodwill equals the excess of the
total purchase price over the fair value of the assets and liabilities being
acquired. Under applicable accounting rules, goodwill includes, among other
items, deal synergies, potential value of research projects yet to commence, and
the future value that Amgen can contribute to the transaction.
What is adjusted EPS, and why is Amgen intending to report this way on a go
forward basis?
We calculate "adjusted EPS" by making the following adjustments, net of tax, to
EPS computed under generally accepted accounting principles (GAAP):
. Add back amortization of identifiable intangible assets acquired
. Add back other merger-related expenses directly resulting from the
acquisition, including non-recurring cash compensation related to the
Immunex short-term employee retention plan
In computing adjusted EPS, no adjustment to GAAP EPS will be made with respect
to depreciation and amortization of property, plant and equipment. However, we
will adjust GAAP EPS for non-recurring items as they occur.
We believe that adjusted EPS will be a more meaningful measure of the combined
company because it better reflects the ongoing economic benefits of the business
acquired. However, we recognize the importance of EPS computed in accordance
with GAAP and intend to reconcile adjusted EPS to GAAP EPS, as required.
Your pro forma financial statements for 2001 suggest greater dilution than the
approximately 5% you expected in 2003 discussed on your roadshow, why?
The pro forma financial data presented for 2001 are for illustrative purposes
only and do not represent a forecast of the consolidated financial position or
the consolidated results of operations for any future period. Financial results
in 2003 may be significantly different than results in 2001.
To adjust the pro forma GAAP EPS from the S-4 to adjusted EPS the following
adjustments, net of tax, to the GAAP EPS are required: (The following is
illustrated in Table 1 of the Q&A.)
-------
. Add back amortization of identifiable intangible assets acquired
. Add back non-recurring cash compensation pursuant to the Immunex
short-term retention plan
. Add in expected synergies upon completion of the acquisition
The adjusted EPS of $1.00 should be compared to the historically reported GAAP
EPS of $1.03. This yields a 3% dilution. The dilution for 2001, however, would
be approximately 5% if the adjusted EPS is compared to the historical GAAP EPS,
adjusted for non-recurring charges of $243 million recorded in the fourth
quarter of 2001, primarily related to the cost of terminating collaboration
agreements with various third parties.
How should an investor reconcile their Amgen expected pre-acquisition future EPS
with the post-acquisition adjusted EPS? To determine the adjusted EPS in future
periods and the related effect:
. Begin with the applicable years expected pre-acquisition Amgen GAAP
EPS and,
. Add the expected net income of Immunex and expected synergies
. Subtract interest expense or foregone interest income to finance the
acquisition
. Increase the number of shares outstanding to reflect the impact of the
additional shares issued related to the acquisition
What are some of the operating synergies that will benefit Amgen following the
acquisition?
Synergies will be derived primarily from reductions in redundant program
expenses and employee related costs, and avoidance of future headcount needs. We
anticipate cost synergies of more than $200 million in 2003 and more than $250
million in 2004.
Table 1
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Dilution Analysis for Illustrative Purposes Only
Year Ended December 31, 2001
The financial data presented in the table below is derived from unaudited pro
forma condensed combining financial statements, which are included in an amended
registration statement on Form S-4 that Amgen filed with the SEC on March 22,
2002. The financial data is based upon the estimates and assumptions set forth
in the registration statement which are preliminary and have been made solely
for the purpose of developing the pro forma information. The financial data
presented below are for illustrative purposes only and do not represent a
forecast of the consolidated financial position or the consolidated results of
operations for any future period.
Per Share Amount Percent Dilution
Amgen reported stand-alone EPS $1.03
Pro forma GAAP Diluted EPS per FORM S-4 0.68
----
Unadjusted Dilution $0.35 34%
===== ===
Pro forma GAAP Diluted EPS Per Form S-4 $0.68
Add:
Amortization of acquired intangible assets 0.20(1)
Compensation expense payable to
Immunex Employees under the
Immunex Corporate Retention Plan 0.03(2)
Estimated cost savings from projected
synergies 0.09(3)
----
Adjusted diluted EPS 1.00
Amgen reported stand-alone EPS 1.03
----
Adjusted Dilution $0.03 3%(4)
===== ===
1. Amortization expense for identifiable intangible assets less the deferred
tax benefit divided by the pro forma diluted shares.
2. Compensation expense per the pro forma condensed combining financial
statement of operations in the Form S-4 tax-effected and then divided by
the pro forma diluted shares.
3. Estimated cost savings of $200 million per page 30 of the Form S-4
tax-effected and divided by the pro forma diluted shares.
4. The adjusted dilution would have been approximately 5% excluding
non-recurring charges of $243 million recorded by Amgen in the fourth
quarter of 2001, primarily related to the cost of terminating collaboration
agreements with various third parties.
Additional Information and Where to Find It
-------------------------------------------
On March 22, 2002, Amgen filed a registration statement with the SEC containing
a definitive 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 BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT AMGEN, IMMUNEX AND THE ACQUISITION. The joint proxy
statement/prospectus and other relevant materials, 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., Mail Stop 27-5-C, 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
Corporation, 51 University Street, Seattle, WA 98101, Attn: Investor Relations.
Investors and security holders are urged to read the joint proxy
statement/prospectus and the other relevant materials 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. The joint proxy
statement/prospectus contains information about the executive officers and
directors of Amgen and Immunex and their ownership interest of their respective
company. 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
definitive joint proxy statement/prospectus.
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 Amgen's expected
financial condition, results of operations, operating efficiencies or synergies,
accounting treatment and other matters related to Amgen's anticipated
acquisition of Immunex 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 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 joint proxy
statement/prospectus and other documents filed by Amgen and Immunex with the
Securities and Exchange Commission, including their most recent Form 10-K's.
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.