Amgen Inc., the world’s largest biotechnology company, and Tularik Inc., a pioneer in drug discovery related to cell signaling and the control of gene expression, today jointly announced that they have signed a definitive merger agreement whereby Tularik will become a wholly-owned subsidiary of Amgen in a stock for stock transaction.
The acquisition will combine Amgen’s leadership in cellular and molecular biology and medicinal chemistry with Tularik’s innovation in gene regulation. It will also dramatically accelerate Amgen’s planned expansion into the San Francisco Bay area, a major biotechnology hub.
Under the terms of the agreement, Amgen, in a tax-free transaction, will exchange Tularik common stock for Amgen common stock in a ratio that fixes Tularik’s value at $25 per share based on the average Amgen stock price during a set number of trading days prior to the close of the transaction.
The value of the transaction as of the anticipated closing date is expected to be approximately $1.3 billion, net of estimated cash to be acquired and net of Amgen’s existing ownership of Tularik of approximately 21 percent. In addition, there will be a one-time charge related to in-process research and development affecting GAAP earnings per share in the period during which the deal closes.
The transaction is expected to close in the second half of 2004.
In aggregate, Amgen had committed to pay $125 million in funding and potentially additional significant success related payments. As a result of this acquisition Amgen will add Tularik’s five novel clinical programs and approximately 300 Tularik research scientists in therapeutic areas of interest. Tularik programs include potential treatments for cancer (hepatocellular, gastric and esophageal) as well as potential treatments for inflammatory diseases, type 2 diabetes and obesity.
The boards of directors of Amgen and Tularik have approved the transaction, which is subject to clearance under the Hart-Scott-Rodino Anti-Trust-Improvement Act. This transaction is also subject to the approval of the stockholders of Tularik and other customary closing conditions.
Tularik is engaged in the discovery and development of a broad range of novel and superior orally available medicines that act through the regulation of gene expression. Tularik’s scientific platform is focused on three therapeutic areas: cancer, inflammation and metabolic disease. Tularik currently has five drug candidates in clinical trials. In the cancer area, Tularik is currently conducting a pivotal study of T67 for the treatment of hepatocellular carcinoma and Phase 2 trials with T607 for the treatment of gastric and esophageal cancer. T487, for the treatment of inflammatory diseases, and T131, for the treatment of type 2 diabetes, are in Phase 2 trials to evaluate safety and pharmacokinetic parameters. T71 for the treatment of obesity has recently commenced Phase 1 trials.
Amgen is a global biotechnology company that discovers, develops, manufactures and markets important human therapeutics based on advances in cellular and molecular biology.