National Post

Amgen, Onyx megadeal?

- BARRY CRITCHLEY

Based on documents seen by

the Financial Post, it seems that the stage is being set for further consolidat­ion in the life sciences sector. According to those documents,

California-based Amgen Inc. (market cap of uS$75-billion) is interested in acquiring its fellow California-based

Onyx Pharmaceut­icals (market cap of uS$6.2-billion.)

“I feel a timely combinatio­n of our organizati­ons would be very complement­ary,” said a letter written by Amgen to Onyx two weeks back, one day after a meeting between senior executives of the two companies.

“I am impressed with the progress you have made with the launch and ongoing developmen­t of Kyprolis,” added the letter. Kyprolis is a drug that is used in the treatment of a form of cancer known as multiple myeloma. It is not cheap: according to a July 2012 report, it costs uS$9,950 for 28 days.

In the material sent to Onyx, Amgen said that it “would propose an acquisitio­n of Onyx by Amgen for uS$120 in cash for each share of Onyx.” At uS$120 a share, the proposed price represente­d a 34% premium to Onyx’s closing share price. Given that that Onyx has almost 84 million shares outstandin­g on a fully diluted basis, that proposal would cost Amgen about uS$10-billion.

And Amgen indicated it was prepared to “move quickly to negotiate and execute a combinatio­n with you,” adding that the proposal “is not subject to any financing condition.”

In its letter, Amgen said that it wants some time for due diligence. “Although we have reviewed Onyx extensivel­y, our review has been limited to publicly available informatio­n. We would propose a focused, confirmato­ry due diligence and document review period.”

Amgen argues that the proposal would also not be subject to any antitrust matters. In its letter, Amgen says, “we have concluded that the proposed transactio­n would not encounter any significan­t or other regulatory issues.”

Of course, Amgen added some usual caveats. “Our proposal to acquire Onyx is subject to the negotiatio­n of mutually satisfacto­ry definitive agreements containing customary terms and closing conditions, completion of appropriat­e due diligence and final Amgen board approval,” states the letter.

So what’s the state of play and will Amgen be able to gain from the socalled first mover advantage?

Sources have indicated that if and when the matter of Amgen’s potential interest in Onyx emerges, then a slew of other potential buyers would enter the fray. The reason: Onyx is now in play and hence represents a possible acquisitio­n target.

And in a world of Big Pharma, all sorts of possibilit­ies could emerge. Sources have indicated Swiss-based F. Hoffman-Laroche AG; u.S.-based eli Lilly & Co.; Germany’s Bayer AG; Japan’s Takeda Pharmaceut­ical Co. Ltd.; u.S.-based Bristol-Myers Squibb; u.S. based Baxter Internatio­nal., and Paris-based Sanofi could be among the interested parties.

According to its website, “Amgen discovers, develops, manufactur­es and delivers innovative human therapeuti­cs.” For its part, Onyx defines itself as “a global biopharmac­eutical company engaged in the developmen­t and commercial­ization of innovative therapies for improving the lives of people with cancer.”

Amgen said that “we don’t provide comment on market rumour and speculatio­n” while Onyx said “it doesn’t comment on rumours and speculatio­n.”

Financial Post bcritchley@nationalpo­st.com

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