Item 8.01. Other Events.
As previously disclosed, on August 3, 2022, ChemoCentryx, Inc., a Delaware
corporation ("ChemoCentryx"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") by and among ChemoCentryx, Amgen Inc., a Delaware
corporation ("Amgen"), and Carnation Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Amgen ("Merger Sub"), pursuant to and subject
to the terms and conditions of which Merger Sub will be merged with and into
ChemoCentryx (the "Merger"), with ChemoCentryx surviving the Merger as a wholly
owned subsidiary of Amgen.
Also as previously disclosed, the special meeting of ChemoCentryx's stockholders
to vote on a proposal to adopt and approve the Merger Agreement is currently
scheduled for October 18, 2022 (the "Special Meeting").
The consummation of the Merger is conditioned upon, among other things, the
expiration or termination of the applicable waiting period (or any extension
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"). Effective as of 11:59 p.m. Eastern Time on
September 16, 2022, the waiting period under the HSR Act expired with respect to
the Merger.
ChemoCentryx and Amgen anticipate that the Merger will be consummated promptly
following the date of the Special Meeting, subject to receipt of the required
approval of ChemoCentryx's stockholders at the Special Meeting and the
satisfaction or waiver of the other conditions set forth in the Merger
Agreement.
Additional Information
This report may be deemed solicitation material in respect of the proposed
acquisition of ChemoCentryx by Amgen. On September 14, 2022, ChemoCentryx filed
with the Securities and Exchange Commission ("SEC") a definitive proxy statement
and has filed or may file with the SEC other relevant documents with respect to
a special meeting of the stockholders of ChemoCentryx to approve the proposed
Merger. Investors of ChemoCentryx are urged to read the definitive proxy
statement and other relevant materials carefully and in their entirety because
they do or will, when filed, contain important information about ChemoCentryx,
Amgen and the proposed Merger. Investors may obtain a free copy of these
materials and other documents filed by ChemoCentryx with the SEC at the SEC's
website at www.sec.gov, at ChemoCentryx's website at https://chemocentryx.com or
by sending a written request to ChemoCentryx at 835 Industrial Road, Suite 600,
San Carlos, CA 94070, Attention: Legal.
Participants in the Solicitation
ChemoCentryx and its directors, executive officers and certain other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the proposed Merger. Information
regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of ChemoCentryx's stockholders in connection
with the proposed Merger is set forth in ChemoCentryx's definitive proxy
statement for its special stockholders meeting. Additional information regarding
these individuals and any direct or indirect interests they may have in the
proposed Merger may be set forth in subsequent documents to be filed with the
SEC and which can be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This report contains forward-looking statements. These forward-looking
statements generally include statements that are predictive in nature and depend
on or refer to future events or conditions, and include words such as "expect,"
"anticipate," "outlook," "could," "target," "project," "intend," "plan,"
"believe," "seek," "estimate," "should," "may," "assume" and "continue" as well
as variations of such words and similar expressions. By their nature,
forward-looking statements involve risks and uncertainty because they relate to
events and depend on circumstances that will occur in the future, and there are
many factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.
Forward-looking statements include, among other things, statements about the
potential benefits of the proposed acquisition of ChemoCentryx by Amgen (the
"proposed transaction"); the prospective performance and outlook of
ChemoCentryx's business, performance and opportunities; any potential strategic
benefits, synergies or opportunities expected as a result of the proposed
transaction; the ability of the parties to complete the proposed transaction and
the expected timing of completion of the proposed transaction; as well as any
assumptions underlying any of the foregoing.
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These statements are not guarantees of future performance and they involve
certain risks, uncertainties and assumptions that are difficult to predict. We
caution you that actual outcomes and results may differ materially from what is
expressed, implied or forecasted by our forward-looking statements. There can be
no guarantee that the proposed transaction will be completed, or that it will be
completed as currently proposed, or at any particular time. Neither can there be
any guarantee that Amgen or ChemoCentryx will achieve any particular future
financial results, or that Amgen will be able to realize any of the potential
strategic benefits, synergies or opportunities as a result of the proposed
acquisition. In particular, our expectations could be affected by, among other
things: the risk that the proposed transaction may not be completed in a timely
manner or at all; the possibility that competing offers or acquisition proposals
for ChemoCentryx will be made; the possibility that required regulatory,
stockholder or other approvals or other conditions to the consummation of
proposed transaction may not be satisfied on a timely basis or at all (and the
risk that such approvals may result in the imposition of conditions that could
adversely affect Amgen or ChemoCentryx or the expected benefits of the proposed
transaction); regulatory actions or delays or government regulation generally,
including potential regulatory actions or delays relating to the completion of
the potential transaction; the occurrence of any event, change or other
circumstance that could give rise to the right of Amgen or ChemoCentryx to
terminate the definitive merger agreement governing the terms and conditions of
the proposed transaction; effects of the announcement, pendency or consummation
of the proposed transaction on ChemoCentryx's ability to retain and hire key
personnel, its ability to maintain relationships with its customers, suppliers
and others with whom it does business, its business generally or its stock
price; risks related to the diversion of management's attention from ongoing
business operations and opportunities; the risk that stockholder litigation in
connection with the proposed transaction may result in significant costs of
defense, indemnification and liability; the potential that the strategic
benefits, synergies or opportunities expected from the proposed transaction may
not be realized or may take longer to realize than expected; the successful
integration of ChemoCentryx into Amgen subsequent to the closing of the proposed
transaction and the timing, difficulty and cost of such integration; the
possibility that the proposed transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; and other
risks and factors referred to from time to time in Amgen's and ChemoCentryx's
filings with the SEC, including Amgen's Annual Report on Form 10-K for the year
ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q and
ChemoCentryx's Annual Report on Form 10-K for the year ended December 31, 2021
and subsequent Quarterly Reports on Form 10-Q, including those related to the
uncertainties inherent in the research and development of new and existing
healthcare products, including clinical and regulatory developments and
additional analysis of existing clinical data; our ability to obtain or maintain
proprietary intellectual property protection; safety, quality or manufacturing
issues or delays; changes in expected or existing competition; and domestic and
global trends toward health care cost containment, including government, payor
and general public pricing and reimbursement pressures. The effects of the
COVID-19 pandemic may give rise to risks that are currently unknown or amplify
the risks associated with many of these factors. ChemoCentryx is providing the
information in this report as of this date and does not undertake any obligation
to update any forward-looking statements as a result of new information, future
events or otherwise.
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