Item 1.01 Entry into a Material Definitive Agreement.
On July 27, 2021, Amgen Inc., a Delaware corporation ("Amgen"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"), by and among Amgen,
Teneobio, Inc., a Delaware corporation ("Teneobio"), Tuxedo Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Amgen ("Merger Sub") and
Fortis Advisors LLC, as the Stockholder Representative (as defined in the Merger
Agreement) whereby, subject to the terms and conditions contained therein,
Merger Sub will be merged with and into Teneobio (the "Merger"), with Teneobio
continuing as a wholly owned subsidiary of Amgen. As consideration for the
Merger, and subject to the terms and conditions contained in the Merger
Agreement, Amgen will pay to the equity holders of Teneobio (i) $900,000,000 in
cash at closing, subject to customary adjustments for closing working capital
and other transaction matters (the "Initial Purchase Price") and (ii) certain
future contingent milestone payments of up to $1,600,000,000 in cash that may
become payable upon the achievement of certain qualifying events described in
the Merger Agreement (the Initial Purchase Price and the Milestone Payments, if
any, collectively, the "Transaction Payments").
Pursuant to the Merger Agreement, Amgen and Teneobio have agreed to customary
representations, warranties and covenants, as well as indemnification
arrangements, subject to certain limitations, with respect to certain losses
resulting from inaccuracies in or breaches of the representations, warranties
and covenants made in the Merger Agreement and certain excluded liabilities
specified in the Merger Agreement. In connection with indemnification
obligations under the Merger Agreement of the former equity holders of Teneobio,
a portion of the Initial Purchase Price will be retained and held in escrow, and
a portion of the future Milestone Payments, if and when paid, will be available
to satisfy certain claims by Amgen. The covenants provided for in the Merger
Agreement include, among others, Teneobio's commitment to conduct and operate
its business in the ordinary course consistent with past practice during the
period prior to the closing of the Merger, subject to certain limitations.
The obligation of Amgen to consummate the Merger and make the Transaction
Payments is subject to the satisfaction or waiver, to the extent permitted under
applicable legal requirements, of customary conditions, including, among others,
(i) there being received validly obtained and not validly withdrawn consents
executed by (a) stockholders of Teneobio representing ninety percent of the
votes represented by all outstanding shares of Teneobio's capital stock voting
together as a single class on an as-converted basis and (b) certain stockholders
owning in excess of five percent of Teneobio's capital stock issued and
outstanding on a fully diluted basis, (ii) Teneobio's completion of certain
restructuring arrangements with respect to its subsidiaries, including the spin
out of three of Teneobio's subsidiaries to the pre-closing equity holders of
Teneobio and the closing of AbbVie Inc.'s ("AbbVie") acquisition of TeneoOne,
Inc., (iii) the accuracy of Teneobio's representations and warranties (subject
to customary materiality qualifiers), (iv) Teneobio's compliance with or
performance in all material respects of the obligations, covenants and
agreements it is required to comply with or perform at or prior to the Merger,
(v) the absence of a Material Adverse Effect (as defined in the Merger
Agreement), (vi) the expiration or termination of the waiting period(s)
applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and (vi) the absence of any law or order prohibiting the
consummation of the Merger. The Merger
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Agreement may be terminated (i) by mutual consent of Amgen and Teneobio, (ii) by
Amgen or Teneobio if the Merger has not been completed by October 25, 2021
(unless such party's breach is the primary reason for the Merger not being
completed by such date), (iii) by Amgen or Teneobio if the Merger is enjoined or
(iv) by Amgen or Teneobio upon certain breaches of the Merger Agreement by the
other party.
Prior to the consummation of the Merger, Teneobio will distribute to its equity
holders all equity held by Teneobio in (i) TeneoTwo, Inc., which develops
TNB-486, a bispecific antibody targeting CD19 on tumor cells and CD3 on T-cells,
(ii) TeneoFour, Inc., which develops anti-CD38 heavy chain antibodies that block
the enzyme functions of CD38, and (iii) TeneoTen, Inc., which develops
bispecific antibodies directed against the hepatitis B surface antigen (HBsAg)
and CD3. In addition, AbbVie exercised its exclusive right, pursuant to an
option agreement, to acquire TeneoOne, an affiliate of Teneobio, and TNB-383B, a
bispecific BCMA-targeting immunotherapeutic antibody for the potential treatment
of relapsed or refractory multiple myeloma (R/R MM).
The foregoing description of the terms of the Merger Agreement is not complete
and is qualified in its entirety by reference to the Merger Agreement, a copy of
which Amgen intends to file as an exhibit to a subsequent periodic report.
Item 7.01. Regulation FD Disclosure.
Amgen has issued a press release which is attached hereto as Exhibit 99.1 and
incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of such section, nor will such information be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Document Description
99.1 Joint Press Release, dated July 27, 2021.
104 Cover Page Interactive File (the cover page tags are embedded
within the Inline XBRL document).
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