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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
SYNERGEN, INC.
(NAME OF SUBJECT COMPANY)
AMGEN ACQUISITION SUBSIDIARY, INC.
AMGEN INC.
(BIDDER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
871594107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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MARGARET VALEUR-JENSEN, PH.D.
SENIOR COUNSEL
AMGEN INC.
AMGEN CENTER
1840 DEHAVILLAND DRIVE
THOUSAND OAKS, CA 91320-1789
TELEPHONE: (805) 447-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
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COPY TO:
GEORGE A. VANDEMAN, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
TELEPHONE: (213) 485-1234
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TENDER OFFER
Amgen Acquisition Subsidiary, Inc., a Delaware corporation ("Purchaser")
and Amgen Inc., a Delaware corporation ("Parent") hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1 (the "Statement") originally
filed on November 23, 1994, as amended by Amendment No. 1 filed on December 2,
1994, with respect to Purchaser's offer to purchase all outstanding shares of
Common Stock, par value $.01 per share, of Synergen, Inc., a Delaware
corporation (the "Company"), including the associated preferred stock purchase
rights at a price of $9.25 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in Purchaser's Offer to Purchase dated
November 23, 1994 and in the related Letter of Transmittal.
ITEM 10. ADDITIONAL INFORMATION.
(c) The information set forth in the Press Release attached hereto as
Exhibit 99.(a)(14) is incorporated herein by this reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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99.(a)(14) Press Release issued by Parent on December 14, 1994.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, correct and complete.
AMGEN ACQUISITION SUBSIDIARY, INC.
By /s/ Thomas E. Workman, Jr.
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Chief Executive Officer
Dated: December 14, 1994
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, correct and complete.
AMGEN INC.
By /s/ Gordon M. Binder
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Chief Executive Officer and
Chairman of the Board
Dated: December 14, 1994
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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99.(a)(14) Press Release issued by Parent on December 14, 1994...................
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AMGEN
NEWS RELEASE
AMGEN RECEIVES
FEDERAL TRADE COMMISSION
ANTITRUST CLEARANCE
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Investor Contact: Media Contact:
Sarah H. Crampton David Kaye
Director, Investor Relations and Manager, Product
Corporate Communications Communications
(805) 447-1659 (805) 447-6692
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FOR IMMEDIATE RELEASE
THOUSAND OAKS, Calif., December 14, 1994 -- Amgen today announced that the
Federal Trade Commission (FTC) has granted early termination of the waiting
period required by the Hart-Scott-Rodino Antitrust Improvements Act, for Amgen's
pending tender offer for Synergen, Inc.
"The early clearance by the FTC enables us to continue to move toward the
expected completion of the pending tender offer on December 21st," said Gordon
Binder, Amgen's chairman and chief executive officer.
On November 18, 1994, Amgen announced it had signed a merger agreement with
Synergen through which Amgen would acquire Synergen. In accord with the merger
agreement, a subsidiary of Amgen (Amgen Acquisition Subsidiary, Inc.) commenced
a cash tender offer for all outstanding shares of Synergen common stock at $9.25
per share on November 23, 1994.
The tender offer is scheduled to expire at 12:00 midnight, New York City
time on Wednesday, December 21, 1994, unless extended. Under the merger
agreement, early termination or expiration of the Hart-Scott-Rodino waiting
period is one of the conditions to complete the tender offer. Once the other
conditions set forth in the merger agreement have been met, Amgen will
consummate the purchase of Synergen shares pursuant to the tender offer.
Amgen (NASDAQ:AMGN) is a global biotechnology company that discovers,
develops, manufactures and markets human therapeutics based on advanced cellular
and molecular biology.
