Biotechnology company Amgen has reached a deal to buy all outstanding shares of California-based Onyx Pharmaceuticals for $125 per share in cash.
The purchase price of the transaction that is expected to be closed by the beginning of fourth quarter is $10.4bn, or $9.7bn net of estimated Onyx cash.
Through a tender offer, Amgen intends to effect the transaction, which is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions besides regulatory clearance.
Amgen chairman and chief executive officer Robert Bradway said the acquisition of Onyx follows a thorough due diligence process and is fully consistent with the company's strategy of advancing innovative medicines that address serious unmet medical needs.
"We expect this acquisition will accelerate growth and enhance value for Amgen shareholders," Bradway added.
"Amgen has a unique opportunity to add value to Kyprolis, a product which is at an early and promising stage of its launch."
Kyprolis (carfilzomib) for Injection, which is at early stages of launch in multiple myeloma and showing strong physician support, is a vital addition to Amgen's oncology portfolio and pipeline.
Onyx chairman and chief executive officer Dr Tony Coles said, "After a careful and thorough evaluation process, our Board of Directors has determined that the all-cash transaction with Amgen maximizes value for our stockholders and expands the potential of our commercial medicines and clinical pipeline to reach more patients globally."
The acquisition will be financed by Amgen with $8.1bn in committed bank loans with five-year term and average interest charge of LIBOR plus 104 basis points while the balance with cash available in the US.
Lazard is serving as lead advisor, BofA Merrill Lynch as co-advisor and lead arranger for the financing, Sullivan & Cromwell LLP as legal counsel to Amgen.
Centerview Partners is financial advisor to Onyx, while Goodwin Procter is legal counsel.