Amgen and Onyx Pharmaceuticals Announce Early Termination of HSR Waiting Period for Amgen's Acquisition of Onyx

   Amgen and Onyx Pharmaceuticals Announce Early Termination of HSR Waiting
                    Period for Amgen's Acquisition of Onyx

PR Newswire

THOUSAND OAKS, Calif. and SOUTH SAN FRANCISCO, Calif., Sept. 18, 2013

THOUSAND OAKS, Calif. and SOUTH SAN FRANCISCO, Calif., Sept. 18, 2013
/PRNewswire/ -- Amgen (NASDAQ:AMGN) and Onyx Pharmaceuticals, Inc.
(NASDAQ:ONXX) today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), in
connection with Amgen's proposed acquisition of Onyx, was terminated early on
Sept. 18, 2013, by the United States Federal Trade Commission. The waiting
period was scheduled to expire on Sept. 23, 2013.

(Logo: http://photos.prnewswire.com/prnh/20081015/AMGENLOGO)

(Logo: http://photos.prnewswire.com/prnh/20130825/LA69117LOGO)

As previously announced on Aug. 25, 2013, Amgen and Onyx entered into an
agreement under which Amgen will acquire all of the outstanding shares of Onyx
for $125 per share in cash, with the transaction to be effected through a
tender offer. The termination of the HSR waiting period satisfies one of the
conditions to consummate the tender offer. Other closing conditions remain to
be satisfied, including, among others, a minimum tender of at least a majority
of outstanding Onyx shares on a fully diluted basis.

The tender offer is scheduled to expire at 12:00 midnight, New York City time,
on Oct. 1, 2013 (one minute after 11:59 p.m., New York City time, on Sept. 30,
2013), unless it is extended pursuant to and in accordance with the terms of
the merger agreement between Amgen and Onyx. The complete Offer to Purchase
dated Sept. 3, 2013, related to the tender offer has been filed with the U.S.
Securities and Exchange Commission and can be viewed online at www.sec.gov.

About Amgen
Amgen is committed to unlocking the potential of biology for patients
suffering from serious illnesses by discovering, developing, manufacturing and
delivering innovative human therapeutics. This approach begins by using tools
like advanced human genetics to unravel the complexities of disease and
understand the fundamentals of human biology.

Amgen focuses on areas of high unmet medical need and leverages its biologics
manufacturing expertise to strive for solutions that improve health outcomes
and dramatically improve people's lives. A biotechnology pioneer since 1980,
Amgen has grown to be the world's largest independent biotechnology company,
has reached millions of patients around the world and is developing a pipeline
of medicines with breakaway potential.

For more information, visit www.amgen.com and follow us on
www.twitter.com/amgen.

About Onyx
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 Onyx's Twitter feed @OnyxPharm at http://twitter.com/OnyxPharm.

Amgen Forward-Looking Statements
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 any
subsequent 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 Sept. 18, 2013, 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. Risks and uncertainties include whether
the proposed transaction described in this press release can be completed in a
timely manner, and whether the anticipated benefits of the proposed
transaction can be achieved. 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, joint ventures and acquisitions.
Product candidates that are derived from relationships or acquisitions 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
product liability claims. If Amgen fails to meet the compliance obligations
in the corporate integrity agreement between Amgen and the U.S. government,
itcould become subject to significant sanctions. 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 payers, 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.

Additional Information
This communication is neither an offer to purchase nor a solicitation of an
offer to sell any shares of the common stock of Onyx Pharmaceuticals, Inc. or
any other securities. Arena Acquisition Company and Amgen Inc. have filed a
tender offer statement on Schedule TO, including an offer to purchase, a
letter of transmittal and related documents, with the United States Securities
and Exchange Commission (the "SEC") and a Solicitation/Recommendation
Statement on Schedule 14D-9 has been filed with the SEC by Onyx. The offer to
purchase shares of Onyx 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, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy
of these statements and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov or by directing such requests to
Innisfree M&A Incorporated, the Information Agent for the tender offer,
toll-free at (888) 750-5834.

Onyx Forward-Looking Statements
This news release contains "forward-looking statements" of Onyx within the
meaning of the federal securities laws. These forward-looking statements
include, without limitation, statements regarding the expected timing of the
completion of the transaction, Amgen's operation of the Onyx business
following completion of the transaction, and statements regarding the future
operation, the anticipated growth of our business, global expansion and
increases to our international capabilities, our launch of Kyprolis in the
United States, our investments in Phase 3 clinical trials, contributions from
our kinase inhibitor business and future cost of goods sold with respect to
Kyprolis. These statements are subject to risks and uncertainties that could
cause actual results and events to differ materially from those anticipated,
including, but not limited to, risks and uncertainties related to:
uncertainties as to the timing of the transaction; uncertainties as to the
percentage of Onyx stockholders tendering their shares in the offer; the
possibility that competing offers will be made; the possibility that various
closing conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; the effects of disruption
caused by the transaction making it more difficult to maintain relationships
with employees, collaborators, vendors and other business partners; the risk
that stockholder litigation in connection with the transaction may result in
significant costs of defense, indemnification and liability; Nexavar®
(sorafenib) tablets, Kyprolis® (carfilzomib) for Injection and Stivarga®
(regorafenib) tablets being the only approved products from which we may
obtain revenue; competition; failures or delays in our clinical trials or the
regulatory process; dependence on our collaborative relationship with Bayer;
supply of Nexavar, Stivarga or Kyprolis; market acceptance and the rate of
adoption of Nexavar, Stivarga and Kyprolis; pharmaceutical pricing and
reimbursement pressures; serious adverse side effects, if they are associated
with Nexavar, Stivarga or Kyprolis; government regulation; possible failure to
realize the anticipated benefits of business acquisitions or strategic
investments; protection of our intellectual property; and product liability
risks; and other risks and uncertainties discussed in Onyx's filings with the
Securities and Exchange Commission (the "Commission"), including the "Risk
Factors" sections of Onyx's most recent annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q, as well as the tender offer
documents to be filed by Arena Acquisition Corporation, a wholly owned
subsidiary of Amgen, and the Solicitation/Recommendation Statement to be filed
by Onyx. Onyx undertakes no obligation to update any forward-looking
statements as a result of new information, future developments or otherwise,
except as expressly required by law.

Contacts:

Amgen
Ashleigh Koss, 805-313-6151 (media)
Arvind Sood, 805-447-1060 (investors)

Onyx
Lori Melançon, 650-266-2394 (media)
Amy Figueroa, 650-266-2398 (investors)

SOURCE Amgen

Website: http://www.amgen.com
 
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