Amgen Inc. (NasdaqGS:AMGN) made an offer to acquire Nuevolution AB (publ) (OM:NUE) from Industrifonden, Skandinaviska Enskilda Banken AB (publ.) (OM:SEB A), Sunstone LSV Fund I K/S, SEB-Stiftelsen, Skandinaviska Enskilda Bankens Pensionsstiftelse, S-E-Bankens Utvecklingsstiftelse and others for SEK 1.6 billion on May 21, 2019. Under the terms, Amgen will pay SEK 32.5 per share. The offer does not include warrants issued by Nuevolution to participants under the incentive programs implemented by Nuevolution. The offer is fully financed by cash on hand. The acceptance period for the offer is expected to commence on or around June 13, 2019. If Amgen becomes the owner of more than 90% of the shares in Nuevolution, Amgen intends to initiate a compulsory acquisition procedure in respect of the remaining shares in Nuevolution under the Swedish Companies Act. Post-completion, Nuevolution will be de-listed. Amgen will offer retention arrangements to the full-time employees of Nuevolution. Amgen would pay sign-on compensation to those individuals who remain employed by Nuevolution or Amgen after the closing of the offer.

The offer is subject to the acceptance of 90% of the total number of shares in Nuevolution and receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities. The offer is not subject to any financing condition. The Board of Directors of Nuevolution have unanimously recommended the shareholders of Nuevolution accept the offer. Sunstone LSV Fund I K/S, Skandinaviska Enskilda Banken AB (publ) and Stiftelsen Industrifonden, which own approximately 21%, 20% and 18%, respectively, of the outstanding shares and votes in Nuevolution, have undertaken to accept the offer. As of May 29, 2019, S-E-Bankens Utvecklingsstiftelse and SEB-Stiftelsen, Skandinaviska Enskilda Bankens Pensionsstiftelse which own stakes of approximately 7% and 5%, respectively, in Nuevolution have under separate agreements undertaken to accept the offer, subject to the offer being declared unconditional not later than September 1, 2019 and Amgen not committing any material breach of the Nasdaq Stockholm's Takeover Rules or other laws and regulations applicable to the offer. As of June 12, 2019, Amgen published the offer document. The acceptance period will start on June 13, 2019 and will expire on July 4, 2019. Settlement is expected to commence on or around July 15, 2019.

PJT Partners and Skandinaviska Enskilda Banken AB (publ.) (OM:SEB A) acted as financial advisors and Sullivan & Cromwell LLP and Mannheimer Swartling acted as legal advisors for Amgen. Advokatfirman Vinge acted as legal advisor to Nuevolution. SEB Emissioner acts as settlement agent in relation to the offer.

Amgen Inc. (NasdaqGS:AMGN) completed the acquisition of Nuevolution AB (publ) (OM:NUE) from Industrifonden, Skandinaviska Enskilda Banken AB (publ.) (OM:SEB A), Sunstone LSV Fund I K/S, SEB-Stiftelsen, Skandinaviska Enskilda Bankens Pensionsstiftelse, S-E-Bankens Utvecklingsstiftelse and others on July 4, 2019. Amgen received valid acceptance from approximately 97.6% shareholders and will initiate compulsory acquisition to acquire remaining shares. Remaining shareholders of Nuevolution can tender their shares till July 24, 2019 in a subsequent offering period. Settlement for shares tendered during this period will occur on or around July 19, 2019 for shareholders accepting the offer no later than July 12, 2019 and on or around July 31, 2019 for shareholders accepting the offer after July 12, 2019. All precedent conditions for completion of the offer have been fulfilled or waived and offer now becomes unconditional.