8-K
filed October 6, 2023, 7:59 PM ET
CIK 0001492426
M&A
confidence high
sentiment neutral
materiality 0.95
Horizon Therapeutics Public Ltd Co: M&A transaction — Amgen completes $26.7B acquisition of Horizon Therapeutics; shares delisted
Horizon Therapeutics Public Ltd Co
- Horizon shareholders received $116.50 per share in cash; aggregate consideration ~$26.7B.
- Horizon repaid $1.982B credit facility and deposited $622.8M to redeem 5.500% Senior Notes due 2027.
- Horizon requested delisting from Nasdaq; Form 25 filed; intends to file Form 15 to suspend reporting.
- All directors (Timothy Walbert, Michael Grey, etc.) resigned; board replaced by Amgen designees.
- Amended and restated Memorandum and Articles of Association effective at closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
H. Thomas Watkins departed as Director at Horizon Therapeutics Public Ltd Co.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
In connection with the Acquisition and as of the Effective Time, each of Timothy P. Walbert, Michael Grey, William F. Daniel, Jeff Himawan, Ph.D., Susan Mahony, Ph.D., Gino Santini, James Shannon, M.D., H. Thomas Watkins and Pascale Witz ceased serving as a member of the board of directors of Horizon and each committee thereof on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Shannon departed as Director at Horizon Therapeutics Public Ltd Co.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
In connection with the Acquisition and as of the Effective Time, each of Timothy P. Walbert, Michael Grey, William F. Daniel, Jeff Himawan, Ph.D., Susan Mahony, Ph.D., Gino Santini, James Shannon, M.D., H. Thomas Watkins and Pascale Witz ceased serving as a member of the board of directors of Horizon and each committee thereof on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy P. Walbert departed as Director at Horizon Therapeutics Public Ltd Co.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
In connection with the Acquisition and as of the Effective Time, each of Timothy P. Walbert, Michael Grey, William F. Daniel, Jeff Himawan, Ph.D., Susan Mahony, Ph.D., Gino Santini, James Shannon, M.D., H. Thomas Watkins and Pascale Witz ceased serving as a member of the board of directors of Horizon and each committee thereof on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pascale Witz departed as Director at Horizon Therapeutics Public Ltd Co.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
In connection with the Acquisition and as of the Effective Time, each of Timothy P. Walbert, Michael Grey, William F. Daniel, Jeff Himawan, Ph.D., Susan Mahony, Ph.D., Gino Santini, James Shannon, M.D., H. Thomas Watkins and Pascale Witz ceased serving as a member of the board of directors of Horizon and each committee thereof on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Mahony departed as Director at Horizon Therapeutics Public Ltd Co.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
In connection with the Acquisition and as of the Effective Time, each of Timothy P. Walbert, Michael Grey, William F. Daniel, Jeff Himawan, Ph.D., Susan Mahony, Ph.D., Gino Santini, James Shannon, M.D., H. Thomas Watkins and Pascale Witz ceased serving as a member of the board of directors of Horizon and each committee thereof on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Grey departed as Director at Horizon Therapeutics Public Ltd Co.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
In connection with the Acquisition and as of the Effective Time, each of Timothy P. Walbert, Michael Grey, William F. Daniel, Jeff Himawan, Ph.D., Susan Mahony, Ph.D., Gino Santini, James Shannon, M.D., H. Thomas Watkins and Pascale Witz ceased serving as a member of the board of directors of Horizon and each committee thereof on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeff Himawan departed as Director at Horizon Therapeutics Public Ltd Co.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
In connection with the Acquisition and as of the Effective Time, each of Timothy P. Walbert, Michael Grey, William F. Daniel, Jeff Himawan, Ph.D., Susan Mahony, Ph.D., Gino Santini, James Shannon, M.D., H. Thomas Watkins and Pascale Witz ceased serving as a member of the board of directors of Horizon and each committee thereof on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William F. Daniel departed as Director at Horizon Therapeutics Public Ltd Co.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
In connection with the Acquisition and as of the Effective Time, each of Timothy P. Walbert, Michael Grey, William F. Daniel, Jeff Himawan, Ph.D., Susan Mahony, Ph.D., Gino Santini, James Shannon, M.D., H. Thomas Watkins and Pascale Witz ceased serving as a member of the board of directors of Horizon and each committee thereof on which such director served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gino Santini departed as Director at Horizon Therapeutics Public Ltd Co.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
In connection with the Acquisition and as of the Effective Time, each of Timothy P. Walbert, Michael Grey, William F. Daniel, Jeff Himawan, Ph.D., Susan Mahony, Ph.D., Gino Santini, James Shannon, M.D., H. Thomas Watkins and Pascale Witz ceased serving as a member of the board of directors of Horizon and each committee thereof on which such director served.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Horizon Therapeutics Public Ltd Co: Memorandum and Articles of Association amended and restated effective as of the Effective Time of the acquisition.
- Change
- charter amendment
Exact text from the filing
the Memorandum and Articles of Association of the Company were amended and restated
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Horizon Therapeutics Public Ltd Co completed an acquisition involving Amgen Inc. for Acquirer Sub acquired the entire issued ordinary share capital of Horizon (closed 2023-10-06).
- Action
- acquisition
- Counterparty
- Amgen Inc.
- Consideration
- Acquirer Sub acquired the entire issued ordinary share capital of Horizon
- Closing
- 2023-10-06
Exact text from the filing
On October 6, 2023 (the “ Closing Date ”), Horizon Therapeutics plc, a public limited company incorporated under the laws of Ireland (“ Horizon ” or the “ Company ”), Amgen Inc., a Delaware corporation (“ Amgen ”) and Pillartree Limited, a private limited company incorporated under the laws of Ireland and a wholly owned subsidiary of Amgen (“ Acquirer Sub ”), completed the transactions contemplated by that certain Transaction Agreement (the “ Transaction Agreement ”), dated as of December 11, 2022, by and among Amgen, Horizon and Acquirer Sub.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
Horizon Therapeutics Public Ltd Co terminated Indenture dated July 16, 2019 with U.S. Bank Trust Company, National Association valued at $622,825,000 (effective 2023-10-06).
- Action
- termination
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association
- Value
- $622,825,000
- Effective
- 2023-10-06
Exact text from the filing
Also on the Closing Date, the Borrower satisfied and discharged its obligations under that certain Indenture, dated as of July 16, 2019 (as supplemented, the “ Indenture ”), by and among the Borrower, as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “ Trustee ”), by irrevocably depositing with the Trustee an aggregate of $622,825,000 to redeem in full, on October 10, 2023, the aggregate outstanding amount of the 5.500% Senior Notes due 2027 plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.99
Horizon Therapeutics Public Ltd Co terminated Credit Agreement dated May 7, 2015 with Citibank, N.A. valued at $1,982,000,000 (effective 2023-10-06).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Citibank, N.A.
- Value
- $1,982,000,000
- Effective
- 2023-10-06
Exact text from the filing
On the Closing Date, Horizon Therapeutics USA, Inc., a Delaware corporation and a subsidiary of Horizon (the “ Borrower ”), (i) repaid in full all indebtedness and other amounts outstanding and owing under that certain Credit Agreement, dated as of May 7, 2015 (as amended, restated, modified and supplemented from time to time, the “ Credit Agreement ”), by and among the Borrower, Horizon and certain of Horizon’s subsidiaries, as guarantors, various lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent (the “ Collateral Agent ”), and (ii) terminated the Credit Agreement.
View on SEC.gov
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