THOUSAND OAKS, Calif., and ROCKVILLE, Md., Jan. 26, 2012 /PRNewswire/ -- Amgen (NASDAQ:AMGN) and
Micromet, Inc.
(NASDAQ:MITI) today announced that the companies have entered into a
definitive merger agreement under which Amgen will acquire Micromet, a biotechnology company founded in
Germany with its research and
development (R&D) center in Munich and
headquarters in Rockville, Md., for $11 per share in cash. The
transaction, which values Micromet at approximately $1.16 billion, was unanimously
approved by both the Amgen and Micromet Boards of Directors.
The acquisition includes blinatumomab, a Bispecific T cell Engager
(BiTE) antibody in Phase 2 clinical development for acute lymphoblastic
leukemia (ALL). Blinatumomab is also in clinical development for the
treatment of non-Hodgkin's lymphoma (NHL), and could have applications in other
hematologic malignancies.
"The acquisition of Micromet is an opportunity to acquire an
innovative oncology asset with global rights and a validated technology
platform with broad potential clinical applications," said Kevin Sharer, chairman and CEO at
Amgen. "Blinatumomab
will serve as an important complement to our oncology pipeline and is
representative of our corporate strategy, which is focused on developing
and successfully commercializing therapeutics to treat patients with
grievous illness."
Amgen will gain
the following as a result of the acquisition:
- Blinatumomab, a BiTE antibody that has demonstrated encouraging
single-agent activity in both adult and pediatric patients with ALL as
well as adult patients with NHL, and is currently under investigation in
five trials:
- Two Phase 2 trials for adult patients with relapsed/refractory
ALL
- Phase 1/2 trial for pediatric patients with relapsed/refractory
ALL
- Phase 2 trial for adult ALL patients with minimal residual
disease (MRD)
- Phase 1 trial for adult patients with relapsed/refractory NHL
- Proprietary BiTE antibody technology which provides an innovative,
validated platform for future clinical research
- Potential milestone and royalty payments from existing licensees of
BiTE and other technologies
- Unencumbered rights to solitomab, a BiTE antibody in Phase 1 for
patients with advanced solid tumors
- Micromet's
Munich site, which will operate as
an Amgen R&D center of excellence
"We believe that this transaction represents an attractive opportunity
for Micromet, its
stockholders and cancer patients," said Christian Itin, Ph.D., Micromet's president and
CEO. "Amgen's
extensive resources and experience in the development and
commercialization of biologics promise to speed blinatumomab's path to
market, expand its development across a broader range of B-cell
malignancies and maximize the full potential of our novel BiTE
technology."
Terms of the Transaction
Under the terms of the merger agreement, a subsidiary of Amgen Inc. will commence
a tender offer to acquire all of the outstanding shares of Micromet's common stock
at a price of $11 per share in
cash. Following the purchase of shares through the tender offer, Amgen will complete the
transaction by acquiring all remaining shares not acquired in the offer
through a merger at the same price as the tender offer. The consummation
of the tender offer is subject to various conditions, including a minimum
tender of at least a majority of outstanding Micromet shares on a fully diluted basis, the
expiration or termination of the waiting period under the Hart Scott
Rodino Antitrust Improvements Act and other customary conditions. The
tender offer is not subject to a financing condition. The transaction is
expected to close in the first quarter.
Amgen is advised
by Moelis & Company LLC and Sullivan & Cromwell
LLP. Goldman, Sachs & Co. and Cooley LLP
are acting as financial and legal advisors, respectively, to Micromet.
Amgen will
discuss the transaction as part of its fourth quarter earnings conference
call today with the investment community at 2:00 p.m. Pacific Standard
Time. The previously scheduled conference call will
primarily address Amgen's fourth quarter and full year financial
results. Live audio of the conference call will be simultaneously
broadcast over the Internet and will be available to members of the news
media, investors and the general public. The conference call, including
the question and answer session, is expected to last approximately one
hour.
The webcast of the conference call, as with other selected
presentations regarding developments in Amgen's business given by management at certain
investor and medical conferences, can be found on Amgen's website, http://www.amgen.com/,
under Investors. Information regarding presentation times, webcast
availability and webcast links are noted on Amgen's Investor Relations Events Calendar.
About Amgen
Amgen discovers,
develops, manufactures and delivers innovative human therapeutics. A
biotechnology pioneer since 1980, Amgen was one of the first companies to realize
the new science's promise by bringing safe, effective medicines from lab
to manufacturing plant to patient. Amgen therapeutics have changed the practice of
medicine, helping millions of people around the world in the fight against
cancer, kidney disease, rheumatoid arthritis, bone disease and other
serious illnesses. With a deep and broad pipeline of potential new
medicines, Amgen
remains committed to advancing science to dramatically improve people's
lives. To learn more about our pioneering science and vital medicines,
visit http://www.amgen.com/.
About Micromet,
Inc.
Micromet is a
biopharmaceutical company focused on the discovery, development and
commercialization of innovative antibody-based therapies for the treatment
of cancer. Micromet
is advancing a robust pipeline of novel therapeutics based on its
proprietary BiTE® technology. Micromet's lead product candidate blinatumomab is
currently the subject of a European trial in patients with minimal
residual disease positive acute lymphoblastic leukemia. Micromet has
collaborations with a number of leading pharmaceutical and biotechnology
companies, including Amgen, Bayer HealthCare
Pharmaceuticals, Boehringer Ingelheim, MedImmune, Merck Serono,
Nycomed and Sanofi.
About Blinatumomab
Blinatumomab is a Bispecific T cell Engager (BiTE antibody) designed to
direct a patient's cytotoxic T cells to eliminate cancer cells that
express CD19. CD19 is a protein expressed on the surface of B-lymphocytes
including acute lymphoblastic leukemias and non-Hodgkin's lymphomas.
Data on blinatumomab demonstrating a high complete remission rate in adult
patients with relapsed/refractory B-precursor ALL was recently reported at
the American Society of Hematology (ASH) Annual Meeting, held
in December 2011.
About BiTE Technology
BiTE antibodies are designed to direct the body's cytotoxic, or
cell-destroying, T cells against tumor cells, and represent a new
therapeutic approach to cancer therapy. Typically, antibodies cannot
engage T cells because T cells lack the appropriate receptors for binding
antibodies. BiTE antibodies have been shown to bind T cells to tumor
cells, ultimately killing the tumor cells.
Amgen Forward-Looking Statement
This news release contains forward-looking statements that are based on
Amgen'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. All statements, other than
statements of historical fact, are statements that could be deemed
forward-looking statements, including statements about the planned
completion of the tender offer and the merger, estimates of revenues,
operating margins, capital expenditures, cash, other financial metrics,
expected legal, arbitration, political, regulatory or clinical results or
practices, customer and prescriber patterns or practices, reimbursement
activities and outcomes and other such estimates and results.
Forward-looking statements involve significant risks and uncertainties,
including those discussed below and more fully described in the
Securities and Exchange Commission (SEC) reports
filed by Amgen,
including Amgen's
most recent annual report on Form 10-K and most recent periodic reports on
Form 10-Q and Form 8-K. Please refer to Amgen's most recent Forms 10-K, 10-Q and 8-K for
additional information on the uncertainties and risk factors related to
Amgen's
business. Unless otherwise noted, Amgen is providing this information as of Jan. 26, 2012 and expressly disclaims
any duty to update information contained in this news release.
No forward-looking statement can be guaranteed and actual results may
differ materially from those Amgen projects. Discovery or identification
of new product candidates or development of new indications for existing
products cannot be guaranteed and movement from concept to product is
uncertain; consequently, there can be no guarantee that any particular
product candidate or development of a new indication for an existing
product will be successful and become a commercial product. Further,
preclinical results do not guarantee safe and effective performance of
product candidates in humans. The complexity of the human body
cannot be perfectly, or sometimes, even adequately modeled by computer or
cell culture systems or animal models. The length of time that it
takes for Amgen to
complete clinical trials and obtain regulatory approval for product
marketing has in the past varied and Amgen expects similar variability in the future.
Amgen develops
product candidates internally and through licensing collaborations,
partnerships and joint ventures. Product candidates that are
derived from relationships may be subject to disputes between the parties
or may prove to be not as effective or as safe as Amgen may have believed
at the time of entering into such relationship. Also, Amgen or others could
identify safety, side effects or manufacturing problems with Amgen's products after
they are on the market. Amgen's business may be impacted by government
investigations, litigation and products liability claims. Amgen depends on third
parties for a significant portion of its manufacturing capacity for the
supply of certain of its current and future products and limits on supply
may constrain sales of certain of its current products and product
candidate development.
In addition, sales of Amgen's products are affected by the
reimbursement policies imposed by third-party payors, including
governments, private insurance plans and managed care providers and may be
affected by regulatory, clinical and guideline developments and domestic
and international trends toward managed care and healthcare cost
containment as well as U.S. legislation affecting pharmaceutical pricing
and reimbursement. Government and others' regulations and
reimbursement policies may affect the development, usage and pricing of
Amgen's
products. In addition, Amgen competes with other companies with respect
to some of its marketed products as well as for the discovery and
development of new products. Amgen believes that some of its newer products,
product candidates or new indications for existing products, may face
competition when and as they are approved and marketed. Amgen's products may
compete against products that have lower prices, established
reimbursement, superior performance, are easier to administer, or that are
otherwise competitive with its products. In addition, while Amgen routinely obtains
patents for its products and technology, the protection offered by its
patents and patent applications may be challenged, invalidated or
circumvented by its competitors and there can be no guarantee of Amgen's ability to obtain
or maintain patent protection for its products or product
candidates. Amgen cannot guarantee that it will be able to
produce commercially successful products or maintain the commercial
success of its existing products. Amgen's stock price may be affected by actual or
perceived market opportunity, competitive position, and success or failure
of its products or product candidates. Further, the discovery of
significant problems with a product similar to one of Amgen's products that
implicate an entire class of products could have a material adverse effect
on sales of the affected products and on Amgen's business and results of operations.
The scientific information discussed in this news release related to
product candidates is preliminary and investigative. Such product
candidates are not approved by the U.S. Food and Drug
Administration (FDA), and no conclusions can or should be
drawn regarding the safety or effectiveness of the product
candidates. Only the FDA can determine whether the
product candidates are safe and effective for the use(s) being
investigated. Healthcare professionals should refer to and
rely upon the FDA-approved labeling for the products, and not
the information discussed in this news release.
Additional Information
The tender offer described in this communication (the "Offer") has not
yet commenced, and this communication is neither an offer to purchase nor
a solicitation of an offer to sell any shares of the common stock of Micromet, Inc. ("Micromet") or any other
securities. On the commencement date of the Offer, a tender offer
statement on Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, will be filed with the United
States Securities and Exchange Commission ("SEC"). The
offer to purchase shares of Micromet common stock will only be made pursuant
to the offer to purchase, the letter of transmittal and related documents
filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE
AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed
with the SEC by Armstrong Acquisition Corp., a
wholly owned subsidiary of Amgen formed for the purpose of making the Offer,
and Amgen, and the
solicitation/recommendation statement will be filed with the
SEC by Micromet. Investors and security holders may
obtain a free copy of these statements (when available) and other
documents filed with the SEC at the website maintained by the
SEC at http://www.sec.gov/ or by directing
such requests to Georgeson Inc., the information agent for the
Offer, at (888) 877-5360 (toll free).
Micromet Safe Harbor Statement
Statements in this announcement that relate to future results and
events are forward-looking statements based on Micromet's current
expectations regarding the tender offer and transactions contemplated by
the merger agreement. Actual results and events in future periods may
differ materially from those expressed or implied by these forward-looking
statements because of a number of risks, uncertainties and other factors.
There can be no assurances that a transaction will be consummated. Other
risks, uncertainties and assumptions include the possibility that expected
benefits may not materialize as expected; that the transaction may not be
timely completed, if at all; that, prior to the completion of the
transaction, if at all, Micromet may not satisfy one or more closing
conditions; that the merger agreement may be terminated; and the impact of
the current economic environment; risks related to Micromet's ongoing
development activities and clinical trials; and other risks that are
described in Micromet's most recent Form 10-Q for the quarter
ended Sept. 30, 2011. Micromet undertakes no
obligation to update these forward-looking statements except to the extent
otherwise required by law.
Contacts
Amgen, Thousand
Oaks
Mary
Klem, 805-447-6979 (media)
Arvind Sood, 805-447-1060
(investors)
Micromet
Jennifer Neiman, 240-235-0246
(media and investors)
Andrew
Cole/Lesley
Bogdanow
Sard Verbinnen &
Co.
212-687-8080
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SOURCE Amgen
