AVISO DE DERECHOS PARA EMISORAS DEL SIC: AMGN
26 Febrero 2018 - 12:13PM
BMV General Information
RAZON SOCIAL:AMGEN INC.
CLAVE DE COTIZACION:
AMGN
ANUNCIO DE:OTROS
LUGAR DE ANUNCIO:
NEW YORK
FECHA DE ANUNCIO:26/02/2018
AVISO:
ANNOUNCEMENT: DUTCH AUCTION
PLACE & DATE: NEW YORK, FEBRUARY 23RD 2018
EMISORA: AMGEN INC (AMGN-ISIN US0311621009)
RELEVAN EVENT:AMGEN INC (AMGN-ISIN US0311621009)IS OFFERING TO
PURCHASE UP TO USD10 BILLION IN VALUE OF SHARES OF ITS COMMON STOCK
AT A CASH PURCHASE PRICE NOT GREATER THAN USD200 PER SHARE NOR LESS
THAN USD175 PER SHARE, TO THE SELLER IN CASH, LESS ANY APPLICABLE
WITHHOLDING TAXES ANDWITHOUT INTEREST, UPON THE TERMS AND SUBJECT
TO THE CONDITIONS DESCRIBED IN THIS OFFER TO PURCHASE AND IN THE
RELATED LETTER OF TRANSMITTAL.THE COMPANY WILL SELECT THE LOWEST
SINGLE PURCHASE PRICE, NOT GREATER THAN $200 NOR LESS THAN $175 PER
SHARE, THAT WILL ALLOWTHE COMPANY TO PURCHASE $10 BILLION IN VALUE
OF SHARES, OR A LOWER AMOUNT DEPENDING ON THE NUMBER OF SHARES
PROPERLY TENDERED AND NOT PROPERLY WITHDRAWN. UPONTHE TERMS AND
SUBJECT TO THE CONDITIONS OF THE OFFER, IF, BASED ON THE FINAL
PURCHASE PRICE, SHARES HAVING AN AGGREGATE VALUE OF LESS THAN $10
BILLION ARE PROPERLY TENDERED AND NOT PROPERLY WITHDRAWN, THE
COMPANY WILL BUY ALL SHARES PROPERLY TENDERED AND NOT PROPERLY
WITHDRAWN. ALL SHARES ACQUIRED IN THE OFFER WILL BEACQUIRED AT THE
FINAL PURCHASE PRICE, INCLUDING THOSE SHARES TENDERED AT A PRICE
LOWER THAN THE FINAL PURCHASE PRICE. ONLY SHARES PROPERLY TENDERED
AT PRICES ATOR BELOW THE FINAL PURCHASE PRICE, AND NOT PROPERLY
WITHDRAWN, WILL BE PURCHASED. THE COMPANY MAY NOT PURCHASE ALL OF
THE SHARES TENDERED AT OR BELOW THE FINALPURCHASE PRICE IF, BASED
ON THE FINAL PURCHASE PRICE, SHARES HAVING AN AGGREGATE VALUE IN
EXCESS OF $10 BILLION ARE PROPERLY TENDERED AND NOT PROPERLY
WITHDRAWN, BECAUSE OF PRORATION AND CONDITIONAL TENDER PROVISIONS
DESCRIBED IN THIS OFFER TO PURCHASE.THE PARTICIPANS CAN ELECT
ACCORDING TO THE FOLLOWING OPTIONS:
OPTION 1 (DEFAULT): NO ACTION. DO NOT PARTICIPATE OF THE EVENT.
OPTION 2 (CASH): BID TO SELL SHARES TO THE ISSUER AT A PRICE WITHIN
THE MINIMUM ANDMAXIMUM PRICE RANGE.TENDER AT A SPECIFIED PRICE OF
NOT GREATER THAN USD200.00 NOR LESS THAN USD175.00 PER SHARE
(INCREMENTS OF USD1.00) (NON ODD LOT AND NON CONDITIONAL)-SUBJECT
TO PRORATION. THE PAYMENT DATE HAS NOT BEEN ANNOUNCED.
OPTION 3 (CASH): BID TO SELL SHARES TO THE ISSUER AT A PRICE WITHIN
THE MINIMUM AND MAXIMUM PRICE RANGE.TENDER AT AN UNSPECIFIED
(STRIKE) PRICE PER SHARE TO MAXIMIZE THE CHANCE OF SHARES BEING
PURCHASED, AT A MINIMUM PRICE OF USD175.00 PER SHARE (NON ODD LOT
AND NON CONDITIONAL)-SUBJECT TO PRORATION. THE PAYMENT DATE HAS NOT
BEEN ANNOUNCED.
OPTION 4 (CASH): BID TO SELL SHARES TO THE ISSUER AT A PRICE WITHIN
THE MINIMUM AND MAXIMUM PRICE RANGE. CONDITIONAL TENDER AT A
SPECIFIED PRICE OF NOT GREATER THAN USD200.00 NOR LESS THAN
USD175.00 PER SHARE (INCREMENTS OF USD 1.00) ON THE CONDITION THAT
A MINIMUM SHARE AMOUNT IS ACCEPTED (NON ODD LOT).CONDITIONAL
QUANTITY MUST BE INCLUDED ON ELECTION-SUBJECT TO PRORATION.THE
PAYMENT DATE HAS NOT BEEN ANNOUNCED.OPTION 5 (CASH): BID TO SELL
SHARES TO THE ISSUER AT A PRICE WITHIN THE MINIMUM AND MAXIMUM
PRICE RANGE.CONDITIONALTENDER AT AN UNSPECIFIED (STRIKE) PRICE PER
SHARE TO MAXIMIZE THE CHANCE OF SHARES BEING PURCHASED, AT A
MINIMUM PRICE OF USD175.00 PER SHARE (NON ODD LOT).CONDITIONAL
QUANTITY MUST BE INCLUDED ON ELECTION-SUBJECT TO PRORATION. THE
PAYMENT DATE HAS NOT BEEN ANNOUNCED. CONDITIONAL TENDER:HOLDERS ARE
ADVISED THAT AS PER THE TERMS OF THE OFFER, TENDER INSTRUCTIONS
SHOULD BE ACCEPTED ON THE CONDITION THAT A MINIMUMSHARE AMOUNT OF
THE TOTAL SHARE AMOUNT STATED IN YOUR INSTRUCTION IS ACCEPTED BY
THE OFFEROR.
CONDITIONAL TENDERS MAY BE ACCEPTED FOR PURCHASE BY RANDOM LOT.
TO BE ELIGIBLE FOR PURCHASE BY RANDOM LOT, SHAREHOLDERS WHOSE
SHARES ARE CONDITIONALLY TENDERED MUST HAVE TENDERED ALL THEIR
SHARES.IF AFTER PRORATION, TENDERED SHARES ARE REDUCED BELOW THE
CONDITIONAL QUANTITY STIPULATED, HOLDER WILL NOT HAVE SHARES
ACCEPTED IN THE OFFERING AND ORIGINAL TENDERED SHARES WILL RETURNED
BY THE ISSUER.
SHARES NOT PURCHASED IN THE OFFER WILL BE RETURNED TO THE TENDERING
STOCKHOLDERS PROMPTLY AFTER THE EXPIRATION DATE. THE COMPANY
RESERVES THE RIGHT, TO CHANGE THE PER SHARE PURCHASE PRICE RANGE
AND TO INCREASE OR DECREASE THE VALUE OF SHARES SOUGHT IN THE
OFFER, SUBJECT TO APPLICABLE LAW.THE DIVIDEND (TO BE PAID ON
08/03/2018) WILL BE PAID REGARDLESS OF WETHER SUCH STOCKHOLDER
TENDERS ITS SHARES IN THE OFFER.THERE MIGHT BE SPECIFIC LEGAL AND
TAX RESTRICTIONS FOR EACH COUNTRY.
SHAREHOLDERS WHO DO NOT ELECT BEFORE MARCH 5TH,2018 (MARKET
DEADLINE) WILL RECEIVE THE DEFAULT OPTION (OPTION 1 DEFAULT: NO
ACTION. DO NOT PARTICIPATE OF THE EVENT).
FOREIGNMARKET, NEW YORK