Onyx Pharmaceuticals Confirms Receipt of Unsolicited Acquisition Proposal From
Board of Directors Rejects $120 per Share Proposal as Significantly
SOUTH SAN FRANCISCO, CA -- (Marketwired) -- 06/30/13 -- Onyx
Pharmaceuticals, Inc. (NASDAQ: ONXX) today confirmed that it has
received and rejected an unsolicited proposal from Amgen Inc. to
acquire all of Onyx's outstanding shares and share equivalents for
$120 per share in cash, subject to due diligence and other
conditions. The Board of Directors of Onyx had evaluated the proposal
made by Amgen with the assistance of its financial and legal advisors
and concluded that the price proposed by Amgen significantly
undervalued Onyx and its prospects, and was not in the best interest
of Onyx or its shareholders. Onyx communicated this determination to
Amgen on Friday, June 28, 2013.
Based upon expressions of interest received from other third parties
and the recent proposal from Amgen, the Onyx Board has authorized its
financial advisor to contact potential acquirers who may have an
interest in the Company in a transaction that is in the best interest
of Onyx shareholders.
"Onyx has tremendous momentum and, with the expansion of our pipeline
and two successful product launches, the Company and our talented
employees have created significant value for Onyx shareholders," said
Dr. N. Anthony Coles, Chairman and CEO. "The Board and the management
team remain focused on the opportunities in front of us, including
the potential to expand the use of our existing therapies in
different types of cancer and across different lines of therapy, as a
result of several ongoing Phase 3 studies. We are actively exploring
the potential to combine Onyx with another company as an option to
create additional value for Onyx shareholders."
Onyx does not intend to communicate further regarding the Amgen
proposal or the process by which the Board of Directors will consider
other proposals. There can be no assurance that an improved proposal
will be made by Amgen or any other entity, that a definitive
agreement will be executed relating to any proposed transaction, or
that any transaction will be approved or consummated.
Centerview Partners, LLC is acting as financial advisor to Onyx and
Goodwin Procter, LLP is acting as legal advisor.
About Onyx Pharmaceuticals, Inc.
Based in South San Francisco,
California, Onyx Pharmaceuticals, Inc. is a global biopharmaceutical
company engaged in the development and commercialization of
innovative therapies for improving the lives of people with cancer.
The company is focused on developing novel medicines that target key
molecular pathways. For more information about Onyx, visit the
company's website at www.onyx.com.
Onyx Pharmaceuticals is on Twitter. Sign up to follow our Twitter
feed @OnyxPharm at http://twitter.com/OnyxPharm.
Cautionary Statement Concerning Forward Looking Statements
release may include certain statements that are not descriptions of
historical facts, but are forward-looking statements. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates" and similar statements. Forward-looking
statements involve risks, uncertainties and other factors that could
cause actual results to differ materially from those contained in any
such statements. Potential risks and uncertainties include, but are
not limited to, risks discussed in Onyx's filings with the U.S.
Securities and Exchange Commission. Onyx does not undertake any
obligation to update any forward-looking statement, except as
required under applicable law.
Onyx Pharmaceuticals, Inc.
Sard Verbinnen & Co
Paul Kranhold/John Christiansen/Megan Bouchier
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