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Amgen launches cash offer to acquire all shares of Nuevolution for $167M

Amgen Inc. launched a public cash offer to acquire all shares of Danish biotechnology company Nuevolution AB at 32.50 Swedish kronor each.

The offer has a total value of 1.61 billion kronor, or about $167 million, Thousand Oaks, Calif.-based Amgen said in a news release. The offer excludes warrants issued by Nuevolution under its incentive programs.

Copenhagen-based Nuevolution is a drug discovery company which partners its Chemetics platform with drugmakers to develop therapies.

Amgen and Nuevolution entered a collaboration in 2016 to develop medicines in the areas of oncology and neuroscience. In 2018, Amgen exercised its right to opt in on one of the two cancer programs under its partnership with the Danish company.

Nuevolution's board unanimously recommended that the company's shareholders accept the offer. Sunstone LSV Fund I K/S, Skandinaviska Enskilda Banken AB (publ) and Stiftelsen Industrifonden — which own a combined 59% of the total outstanding shares and votes in Nuevolution — have undertaken to accept the cash offer, subject to conditions.

Raymond Deshaies, Amgen's senior vice president of global research, said the combination will "expand the company's ability to discover novel small molecules against difficult-to-drug targets."

The acceptance period for the offer will start on or about June 13 and will expire on or around July 4. Settlement is expected to take place on July 15.

The public offer will be fully financed through cash on hand. The offer is subject to certain conditions, such as Amgen acquiring over 90% of Nuevolution's shares and certain regulatory approvals and clearances.

Amgen has retained PJT Partners and SEB as financial advisers and Sullivan & Cromwell LLP and Mannheimer Swartling as legal advisers. The company has also conducted a due diligence review of Nuevolution in preparation for the offer.

Amgen plans to offer a retention arrangement for all full-time employees of Nuevolution and does not intend to change the management team of the company.

Further, if the California-based drugmaker succeeds in acquiring over 90% of Nuevolution's shares, it plans to start a compulsory acquisition procedure to buy all of the remaining Nuevolution shares and delist the company from Nasdaq Stockholm.

As of May 21, US$1 was equivalent to 9.66 Swedish kronor.