---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-22-302256"
form_type: "8-K"
ticker: "AMGN"
cik: "0000318154"
company_name: "AMGEN INC"
filed_at: "2022-12-12T23:59:59+00:00"
generated_at: "2026-06-21T06:27:47.005436+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Amgen to acquire Horizon Therapeutics for $116.50/share; $28.5B bridge facility arranged

## Summary
- Cash offer of $116.50 per Horizon share; transaction unanimously recommended by Horizon Board.
- Closing expected first half of 2023, subject to Horizon shareholder, Irish court, and regulatory approvals.
- Bridge credit facility of $28.5B entered to finance consideration and repay Horizon debt.
- Amgen pays ~$974M termination fee under certain regulatory failure scenarios.
- Conditions include antitrust clearances in US, Austria, Germany; foreign investment in France, Germany, Denmark, Italy.

## SEC filing metadata
- accession: 0001193125-22-302256
- form_type: 8-K
- ticker: AMGN
- cik: 0000318154
- company_name: AMGEN INC
- filed_at: 2022-12-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/318154/000119312522302256/0001193125-22-302256-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/318154/000119312522302256/d346985d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-302256
- JSON: https://secwatch.observer/filing/0001193125-22-302256.json
- Plain text: https://secwatch.observer/filing/0001193125-22-302256.txt

## Key facts
- Debt Financings
  AMGEN INC incurred credit facility.
  - Instrument: credit facility
  - Event: incurrence
  source text: On December 12, 2022, Amgen entered into the Bridge Credit Agreement as described under Item 1.01 above.
  evidence_url: https://www.sec.gov/Archives/edgar/data/318154/000119312522302256/0001193125-22-302256-index.htm
- Material Agreements
  AMGEN INC entered into Transaction Agreement with Horizon Therapeutics plc valued at $116.50 in cash per ordinary share (effective 2022-12-11).
  - Action: entry
  - Agreement: merger
  - Counterparty: Horizon Therapeutics plc
  - Value: $116.50 in cash per ordinary share
  - Effective: 2022-12-11
  source text: On December 12, 2022, Amgen Inc., a Delaware corporation (“ Amgen ”), issued an announcement (the “ Rule 2.7 Announcement ”) pursuant to Rule 2.7 of the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “ Irish Takeover Rules ”) disclosing that the respective boards of directors of Amgen and Horizon Therapeutics plc, an Irish public limited company (“ Horizon ”), had reached an agreement on the terms of a cash offer for Horizon by Pillartree Limited, a newly formed private limited company wholly owned by Amgen (“ Acquirer Sub ”), pursuant to which Acquirer Sub will acquire the entire issued and to be issued ordinary share capital of Horizon (such proposed offer, the “ Acquisition ”), for $116.50 in cash per ordinary share (the “ Consideration ”), nominal value $0.0001 per share, of Horizon (each, a “ Horizon Share ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/318154/000119312522302256/0001193125-22-302256-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.