Amgen to acquire Immunex for $16 billion

March 1, 2002

Pharmaceutical Representative

Amgen and Immunex jointly announced that they have signed a definitive agreement for Amgen to acquire Immunex.

Amgen Inc., Thousand Oaks, CA, and Immunex Corp., Seattle, jointly announced that they have signed a definitive agreement for Amgen to acquire Immunex for $16 billion in stock and net cash.

"This is a compelling strategic transaction and an excellent opportunity for the shareholders, employees and partners of both companies, and we expect it will generate significant benefits for hundreds of thousands of patients around the world," said Kevin Sharer, chairman and chief executive officer of Amgen. "Overall, the combination will increase our financial strength, further diversify our product portfolio and accelerate our long-term growth."

Transaction terms

Under the terms of the agreement, each share of Immunex common stock will be exchanged for a fixed ratio of 0.44 shares of Amgen common stock and cash of $4.50, or a total of 85% in stock and 15% in cash. As part of the agreement, Amgen will acquire the 41% stake in Immunex held by Madison, NJ-based American Home Products Corp., giving AHP an 8% stake in the new company. The transaction is anticipated to close in the second half of 2002, subject to approval by shareholders of both companies, as well as customary regulatory approvals.

Strategic pipeline

With the acquisition of Immunex, Amgen will enhance its new drug pipeline in oncology and inflammation. In its existing oncology pipeline, Amgen holds pegfilgrastim, a long-acting version of its drug Neupogen® (filgrastim), a white blood cell booster; Aranesp™ (darbepoetin alpha), for the treatment of anemia in certain types of chemotherapy; epratuzumab, a novel cancer therapeutic antibody for non-Hodgkin's lymphoma; and KGF, or keratinocyte growth factor, to treat oral mucositis in cancer patients.

Said Ed Fritzky, chairman and chief executive of Immunex, "By accelerating our strategic and financial plan, this transaction creates a tremendous opportunity for Immunex shareholders to participate in the clear potential of this biotech powerhouse. Amgen clearly values our discovery research capabilities, including excellence in inflammation, immunology, oncology and vascular biology, and intends to build on what we have created." PR

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