Amgen Inc. (NasdaqGS:AMGN) entered into a definitive agreement to acquire ChemoCentryx, Inc. (NasdaqGS:CCXI) from a group of shareholders for $3.8 billion on August 3, 2022. Amgen will acquire ChemoCentryx for $52 per share in cash, representing an enterprise value of approximately $3.7 billion. The transaction is valued at approximately $4 billion. The transaction will be financed from the proceeds of Amgen's offering of Senior Notes due 2029, Senior Notes due 2033 and Senior Notes due 2053. The net proceeds from these notes offering will be approximately $2.98 billion after deducting the underwriting discounts and our estimated expenses related to the offering. Upon closing, ChemoCentryx will operate as a wholly owned subsidiary of Amgen. The Merger Agreement provides that ChemoCentryx must pay Amgen a termination fee equal to approximately $119.3 million, if the Agreement is terminated under certain circumstances.
The closing of the transaction is subject to certain customary closing conditions, including regulatory approvals, the adoption of the Merger Agreement and approval of the Merger by ChemoCentryx stockholders, the absence of any temporary restraining order, preliminary or permanent injunction or other order by any court of competent jurisdiction preventing the consummation of the Merger, or any applicable law or order by any governmental authority that prohibits or makes illegal the consummation of the Merger and the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction has been unanimously approved by each company's board of directors. The waiting period under the HSR Act expired with respect to the merger on September 16, 2022. The transaction was approved the shareholders of ChemoCentryx on October 18, 2022. The transaction is expected to close in the fourth quarter of 2022.
PJT Partners LP acted as financial advisor to Amgen and Edward D. Herlihy and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz LLP acted as the legal advisor to Amgen. Goldman Sachs & Co. LLC acted as financial advisor to ChemoCentryx, and Scott Shean, Michael Sullivan, Bret Stancil, Holly Bauer, Sam Weiner, Hanno Kaiser, Jason Daniels, Chris Hazuka, Elizabeth Richards, Eveline Van Keymeulen and Heather Deixler of Latham & Watkins LLP serving as its legal advisors. Goldman Sachs & Co. LLC acted as the fairness opinion provider to the Board of Directors of ChemoCentryx. Matthew G. Hurd and Stephen M. Kotran of Sullivan & Cromwell LLP represents Goldman Sachs & Co. LLC as financial adviser to ChemoCentryx, Inc. ChemoCentryx retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000 plus expenses. American Stock Transfer & Trust Company, LLC acted as transfer agent to ChemoCentryx. ChemoCentryx has agreed to pay Goldman Sachs a transaction fee, that is estimated to be approximately $40.0 million, payable upon the consummation of the Merger.