<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMGEN INC.
(Name of Subject Company)
PHARMAINVEST, L.L.C.
PHARMACEUTICAL ROYALTIES, L.L.C.
PHARMACEUTICAL ROYALTY INVESTMENTS LTD.
PHARMACEUTICAL PARTNERS, L.L.C.
(Bidder)
CONTRACTUAL CONTINGENT PAYMENT RIGHTS ARISING FROM THE PURCHASE OF
CLASS A INTERESTS OF AMGEN CLINICAL PARTNERS, L.P.
(Title of Class of Securities)
NONE
(CUSIP Number)
---------------
PABLO LEGORRETA, DAVE MADDEN
PHARMAINVEST, L.L.C.
675 Third Avenue, Suite 3000
New York, NY 10017
(800) 600-1450
---------------
COPIES TO:
F. GEORGE DAVITT, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
125 HIGH STREET
BOSTON, MA 02110
(617) 248-7000
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CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$22,000,000 $4,400
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee
only. The amount assumes the purchase of 100 contractual contingent
payment rights arising from the purchase of Class A Interests of
Amgen Clinical Partners, L.P. (the "CCPRs") of the subject company at
$220,000 per CCPR in cash.
/ / Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: None Filing Party: Not Applicable
Form or Registration No: Not Date Filed: Not Applicable
Applicable
<PAGE>
This Tender Offer Statement on Schedule 14D-1 is filed by PharmaInvest, L.L.C.,
a Delaware limited liability company (the "Purchaser"), on behalf of
Pharmaceutical Royalties, L.L.C., a Delaware limited liability company, and
Pharmaceutical Royalty Investments Ltd., a Bermuda company (collectively the
"Funds"), and on behalf of Pharmaceutical Partners, L.L.C., a Delaware limited
liability company and the sole member of Purchaser, relating to the offer by
Purchaser to purchase outstanding contractual contingent payment rights arising
from the purchase of Class A Interests of Amgen Clinical Partners, L.P. (the
"CCPRs") at $220,000 per CCPR, net to the seller in cash, without interest
thereon, on the terms and subject to the conditions set forth in the Offer to
Purchase, dated September 29, 1999 (the "Offer to Purchase"), and in the related
Letter of Transmittal and any amendments or supplements thereto, copies of which
are attached hereto as Exhibits (a)(1) and (a)(2), respectively (which
collectively constitute the "Offer").
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Amgen Inc. The address of the
subject company's principal executive offices is 1840 DeHavillard Drive,
Thousand Oaks, CA 91320-1789.
(b) The information set forth on the cover page and under
"Introduction" in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 6 of the Offer to Purchase
is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is filed by Purchaser. The information
set forth on the cover page, under "Introduction," in Section 9 and in Schedule
I of the Offer to Purchase is incorporation herein by reference.
(e)-(f) During the last five years, neither Purchaser, the Funds or,
to the best knowledge of Purchaser, any of the persons listed in Schedule I to
the Offer to Purchase, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS, OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) The information set forth in Section 11 of the Offer to Purchase
is incorporated herein by reference.
(b) The information set forth in Section 9 of the Offer to Purchase
is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 10 of the Offer to Purchase
is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(e) The information set forth in Section 12 of the Offer to
Purchase is incorporated herein by reference.
(f)-(g) The information set forth in Section 7 of the Offer to
Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth under "Introduction" and in
Sections 6, 9 and 11 of the Offer to Purchase is incorporated herein by
reference.
<PAGE>
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
The information set forth under "Introduction" and in Sections 6, 9,
11 and 12 of the Offer to Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth under "Introduction" and in Section 16 of
the Offer to Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not Applicable.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth under "Introduction" and in Sections 11
and 12 of the Offer to Purchase is incorporated herein by reference.
(b), (c), (d) and (e). The information set forth in Sections 7 and 15
of the Offer to Purchase is incorporated herein by reference.
(f) The information set forth in the Offer to Purchase and the Letter
of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively, is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated September 29, 1999.
(a)(2) Letter of Transmittal and Instructions.
(a)(3) Cover Letter from PharmaInvest, L.L.C.
(a)(4) Press Release
(b), (c) and (d) None.
(e) Not applicable.
(f) None.
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 29, 1999 PHARMAINVEST, L.L.C.
By: /s/ Pablo Legorreta
----------------------------------------
Name: Pablo Legorreta
Title: Managing Member of
Pharmaceutical Partners, L.L.C.,
the Manager
PHARMACEUTICAL ROYALTIES, L.L.C.
By: /s/ Pablo Legorreta
----------------------------------------
Name: Pablo Legorreta
Title: Managing Member of
Pharmaceutical Partners, L.L.C.,
the Manager
PHARMACEUTICAL ROYALTY
INVESTMENTS LTD.
By: /s/ David Madden
----------------------------------------
Name: David Madden
Title: Managing Member of
Pharmaceutical Partners, L.L.C.,
the Manager
PHARMACEUTICAL PARTNERS, L.L.C.
By: /s/ David Madden
----------------------------------------
Name: David Madden
Title: Managing Member
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
(a)(1) Offer to Purchase dated September 29, 1999
(a)(2) Letter of Transmittal and Instructions
(a)(3) Cover letter from PharmaInvest, L.L.C.
(a)(4) Press Release
</TABLE>
<PAGE>
Exhibit (a)(1)
OFFER TO PURCHASE FOR CASH
UP TO 100 OUTSTANDING CONTRACTUAL CONTINGENT PAYMENT RIGHTS
(THE "CCPRS")
ARISING FROM THE PURCHASE OF CLASS A INTERESTS OF
AMGEN CLINICAL PARTNERS, L.P.
AT
$220,000 NET PER CCPR
BY
PHARMALNVEST, L.L.C.
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PharmaInvest, L.L.C., a Delaware limited liability company (the "Purchaser"), on
behalf of Pharmaceutical Royalties, L.L.C., a Delaware limited liability
company, and Pharmaceutical Royalty Investments Ltd., a Bermuda company
(collectively the "Funds"), and on behalf of Pharmaceutical Partners, L.L.C., a
Delaware limited liability company and the sole member of Purchaser, hereby
offers to purchase up to 100 outstanding contractual contingent payment rights
arising from the purchase of Class A Interests of Amgen Clinical Partners, L.P.
(the "CCPRs"), for cash consideration per CCPR of $220,000 (the "Purchase
Price") upon the terms and subject to the conditions set forth in this Offer to
Purchase and the related Letter of Transmittal (which, together with any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). The Purchase Price will be automatically reduced by the aggregate
amount of the value of any distributions made or declared by Amgen Inc. ("Amgen"
or the "Company") on or after September 29, 1999 and prior to the date on which
Purchaser pays the Purchase Price for the tendered CCPRs. This Offer is made to
all current holders of CCPRs (each a "Holder").
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME ON OCTOBER 29, 1999, UNLESS THE OFFER IS EXTENDED.
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AMGEN'S RESPONSE TO THE OFFER WAS FILED ON FORM 14D-9 WITH THE SECURITIES AND
EXCHANGE COMMISSION ON SEPTEMBER 29, 1999, A COPY OF WHICH IS ENCLOSED HEREWITH.
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ACCORDING TO THE MOST RECENT QUARTERLY LETTER FROM AMGEN DATED AUGUST 27, 1999,
THERE ARE 838 CCPRS ISSUED AND OUTSTANDING. THE OFFER IS SUBJECT TO PRORATION.
SEE SECTION 2 OF THE OFFER.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE AGREEMENT OF AMGEN INC.
TO TRANSFER CCPRS TO PURCHASER, A CONDITION WHICH IN THE REASONABLE DISCRETION
OF PURCHASER MUST BE SATISFIED OR WAIVED PRIOR TO THE EXPIRATION DATE.
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THE OFFER IS NOT CONDITIONED UPON ANY NUMBER OF CCPRS BEING TENDERED. THE OFFER
IS CONDITIONED UPON, AMONG OTHER THINGS, PURCHASER BEING SATISFIED PRIOR TO THE
EXPIRATION DATE, IN ITS REASONABLE DISCRETION, THAT UPON PURCHASE OF THE CCPRS
PURSUANT TO THE OFFER IT AND/OR ITS NOMINEE WILL HAVE FULL RIGHTS TO OWNERSHIP
AS TO ALL SUCH CCPRS AND THAT IT AND/OR THEIR NOMINEE WILL BECOME THE REGISTERED
HOLDER OF THE PURCHASED CCPRS. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER
CONDITIONS CONTAINED IN THIS OFFER TO PURCHASE. SEE SECTIONS 1, 2 AND 14 OF THIS
OFFER TO PURCHASE.
EACH HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE
LETTER OF TRANSMITTAL AND RELATED DOCUMENTS.
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<PAGE>
IMPORTANT
Any Holder wishing to tender all or a portion of his or her CCPRs
should complete and sign the Letter of Transmittal (or a manually signed
facsimile thereof) in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other required documents to the
Depositary at its address set forth on the back cover of this Offer to Purchase
and tender such CCPRs pursuant to the procedures for transfer set forth in
Section 3 hereof and in the Instructions attached to the Letter of Transmittal.
Purchaser is unaware of any established trading market for the CCPRs.
The Purchase Price has been established by Purchaser, in its reasonable
discretion. No independent opinion, report or appraisal related to the valuation
of the CCPRs has been obtained by Purchaser.
Questions and requests for assistance may be directed to the
Information Agent or Purchaser at their respective addresses and telephone
numbers set forth in the Instructions attached to the Letter of Transmittal and
on the back cover of this Offer to Purchase. Requests for additional copies of
this Offer to Purchase, the Letter of Transmittal and other related materials
may be directed to the Information Agent or Purchaser.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
INTRODUCTION...............................................................................1
RISK FACTORS.......................................................................1
VALUATION..........................................................................3
1. Terms of the Offer....................................................................3
2. Proration; Acceptance for Payment and Payment.........................................4
3. Procedure for Tendering CCPRs.........................................................6
4. Withdrawal Rights.....................................................................7
5. Certain Federal Income Tax Consequences of the Offer..................................8
6. Price Range of the CCPRs.............................................................10
7. Effect of the Offer on Exchange Act Registration.....................................11
8. Certain Information Concerning Contractual Contingent Payment Rights.................11
9. Certain Information Concerning the Purchaser.........................................12
10. Source and Amount of Funds...........................................................13
11. Background of the Offer..............................................................13
12. Purpose of the Offer.................................................................14
13. Distributions to Holders.............................................................15
14. Certain Conditions of the Offer......................................................15
15. Certain Legal Matters................................................................17
16. Fees and Expenses....................................................................18
17. Miscellaneous........................................................................18
SCHEDULE I...............................................................................A-1
</TABLE>
<PAGE>
Holders of Contractual Contingent Payment Rights arising from the purchase of
Class A Interests of Amgen Clinical Partners, L.P.:
INTRODUCTION
PharmaInvest, L.L.C., a Delaware limited liability company (the
"Purchaser"), on behalf of Pharmaceutical Royalties, L.L.C., a Delaware limited
liability company, and Pharmaceutical Royalty Investments Ltd., a Bermuda
company (collectively the "Funds"), hereby offers to purchase up to 100
outstanding Class A contractual contingent payment rights (the "CCPRs") arising
from the purchase of Class A Interests of Amgen Clinical Partners, L.P. ("ACPLP"
or the "Partnership"), for cash consideration per CCPR of $220,000, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in this Offer to Purchase and the related Letter of
Transmittal (which, together with any amendments or supplements hereto or
thereto, collectively constitute the "Offer"). The Purchase Price will be
automatically reduced by the aggregate amount of the value of any distributions
made or declared by Amgen Inc. ("Amgen") on or after September 29, 1999 and
prior to the date on which Purchaser pays the Purchase Price for the tendered
CCPRs. This Offer is made to all current holders of the CCPRs (collectively
"Holders" and individually a "Holder").
In March 1993, Amgen purchased all of the Class A Interests in ACPLP
for a payment of $25,000 (the "Advance Payment") per interest in cash. In
addition to the Advance Payment, Amgen issued to each former Class A Limited
Partner a CCPR, whereby Amgen pays to each Holder a percentage of revenue from
the sale of the Partnership's products through the year 2005.
Purchaser and the Funds are making this Offer because Purchaser
believes that the CCPRs represent an attractive investment opportunity for the
Funds at the price offered. There can be no assurance, however, that this belief
is correct and, as a result, ownership of CCPRs (either by Purchaser, the Funds
or a Holder who retains his or her CCPRs) remains a speculative investment. The
Funds are acquiring the CCPRs solely for investment purposes.
The Offer is not conditioned upon any number of CCPRs being tendered.
The Offer is conditioned upon, among other things, Purchaser being satisfied
prior to the Expiration Date, in its reasonable discretion, that upon purchase
of the CCPRs pursuant to the Offer it, the Funds and/or their nominee will have
full rights to ownership as to all such CCPRs and that it, the Funds, and/or
their nominee will become the registered holder of the purchased CCPRs. The
Offer is also subject to certain other conditions contained in this Offer to
Purchase. See Sections 1, 2 and 14.
According to the most recent quarterly letter from Amgen dated August
27, 1999, there are 838 CCPRs issued and outstanding.
Tendering Holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 to the Letter of
Transmittal, transfer taxes on the purchase of CCPRs pursuant to the Offer.
Purchaser will pay all charges and expenses of MacKenzie Partners, Inc.
("MacKenzie"), as the depositary (the "Depositary") and the information agent
(the "Information Agent") incurred in connection with the Offer. See Section 16.
RISK FACTORS
Before tendering, Holders are urged to consider the following risk
factors in addition to the information previously provided:
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<PAGE>
- Although Purchaser cannot predict the future value of the CCPRs,
the Purchase Price could differ significantly from the proceeds
that would be realized by holding the CCPRs for the entire life
of the expected payment stream.
- Purchaser is making the Offer with a view to making a profit.
Accordingly, there may be a conflict between the desire of
Purchaser to acquire the CCPRs at the Purchase Price and the
ultimate value of the CCPRs at the end of the applicable payment
stream. There can be no assurance that the Purchase Price will
exceed or fall below such ultimate value.
- The actual value that a Holder may realize by retaining CCPRs and
not tendering in the Offer may exceed the Purchase Price. The
Purchase Price may not fully reflect the present value of future
sales of Neupogen. Purchaser's determination of the Purchase
Price is in part based on assumptions that may or may not prove
to be true.
- No independent person has been retained by Purchaser or any of
its affiliates to value or make any appraisal of the CCPRs or to
render any opinion with respect to the fairness of the Purchase
Price and no representation is made with respect to the fairness
of the Purchase Price.
- Purchaser believes that there is a limited market for resale of
the CCPRs. While the Offer represents an opportunity for any
holder of CCPRs to obtain liquidity, there can be no assurance
that in the future a market will not develop or that another
party will not make an offer for the CCPRs. Purchaser has no
reason to believe that any such market will develop. Purchaser
has no current plans itself to make another tender offer for the
CCPRs.
A Holder may wish to tender CCPRs for a number of reasons:
- - OPPORTUNITY FOR LIQUIDITY. The Offer provides you an opportunity to
liquidate your investment without transaction costs or commissions.
Although there are some limited resale mechanisms available, there is no
formal trading market for the CCPRs and there assurance that one will
develop.
- - POSSIBLE TAX BENEFIT. A substantial portion of the Purchase Price should be
treated as a capital gain to the extent that the Purchase Price exceeds
your basis. For individuals, trusts, and estates, a capital gain
attributable to property held for more than 12 months is generally taxed at
a rate of 20%. PURCHASER IS NOT EXPRESSING AN OPINION AS TO THE TAX
CONSEQUENCES OF TENDERING CCPRS. INVESTORS ARE STRONGLY ADVISED TO CONSULT
THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF ACCEPTING THE
OFFER.
- - ANTICIPATED SLOWER GROWTH IN NEUPOGEN SALES. Sales of Neupogen grew rapidly
following the product's launch in 1991, reaching $1.12 billion in 1998. As
a mature product, Neupogen sales growth has slowed and is expected to
remain slow as evidenced by Amgen's June 30, 1999 Form 10-Q, "....cost
containment pressures in the U.S. health care marketplace have limited
growth in domestic Neupogen sales. These pressures are expected to continue
to influence growth for the foreseeable future. The growth of the colony
stimulating factor ("CSF") market in the European Union ("EU") in which
Neupogen competes has remained essentially flat, principally due to EU
government pressures on physician prescribing practices in response to
ongoing government initiatives to reduce health care expenditures.
Additionally, the Company faces competition from another granulocyte CSF
product. Amgen's CSF market share in the EU has remained relatively
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<PAGE>
constant over the last few years, however, the Company expects that the
competitive intensity may increase in the near future."
- - POTENTIAL COMPETITIVE THREAT IN THE U.S., NEUPOGEN'S MAIN MARKET, FROM
TRANSKARVOTIC THERAPIES ("TKT") AND HOECHST. The U.S. market accounts for
approximately 75% of Neupogen sales made by Amgen, a market in which there
has been no competition. TKT is developing a gene activation technology to
manufacture recombinant human proteins which may enable it to produce
recombinant human proteins, including Neupogen, without infringing Amgen's
patents. Amgen and TKT have filed suits against each other with respect to
erythropoietin ("EPO"), an Amgen product which has been targeted by TKT as
its first product.
- - VALUE OF THE CCPRS DEPENDENT ON ONE PRODUCT. The value of the CCPRs depends
exclusively on your right to receive cash payments based on the future
sales of Neupogen. Accordingly, any factor which adversely affects sales of
Neupogen could adversely affect the amount of the cash payments on CCPRs.
- - CURRENT REALIZATION OF VALUE OF CCPRS. Quarterly payments on the CCPRs will
cease after the payment related to Neupogen sales in the fourth quarter of
2005, after which you will no longer be entitled to receive payments. The
Offer provides an opportunity for you to realize your investment in CCPRs
currently. In the alternative, you may need to wait an additional 6.5 years
to realize the full value of your CCPR.
- - ESTATE PLANNING PURPOSES. The sale of a CCPR in connection with this Offer
provides current cash proceeds.
VALUATION
The CCPRs represent the right to receive cash payments derived from the
revenue of Neupogen, a product developed and marketed by Amgen as an adjunct to
chemotherapy. In determining the Purchase Price, Purchaser considered a number
of factors including its own estimates, on the basis of publicly available
information, of the potential future cash payments that may be produced by the
CCPRs throughout the remaining 6.5 year life of the payments, the risks inherent
in the future cash flows, the nature of the CCPRs, the CCPRs' exclusive
dependence on the sales of a single product and the absence of any market for
the CCPRs. Purchaser is assuming the risk that its estimate of the potential
future cash payments will be realized. No third party was retained to value the
CCPRs or to render any fairness opinion with respect to the Purchase Price. No
representation is made as to the fairness of the Purchase Price. No other
valuation analysis was performed or used, including any liquidation value or net
asset value analysis. In determining the Purchase Price, Purchaser considered
the absence of a secondary market for CCPRs. Affiliates of Purchaser have
previously purchased CCPRs (see Section 6 of the Offer) at prices per CCPR equal
to or less than the Purchase Price; however, in determining the Purchase Price,
Purchaser did not consider the prices paid by affiliates of Purchaser for such
other purchases of CCPRs or the price paid for CCPRs by any third party.
Purchaser is not aware of any other tender offer having been made for the CCPRs.
1. TERMS OF THE OFFER
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), Purchaser will accept for payment (and thereby
purchase) up to 100 CCPRs that are validly tendered and not withdrawn in
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<PAGE>
accordance with Section 4 prior to the Expiration Date. As used in the Offer,
the term "Expiration Date" means 12:00 midnight, New York City time, on October
29, 1999, unless and until Purchaser, in accordance with the terms of the Offer,
shall have extended the period of time during which the Offer is open, in which
event the term "Expiration Date" means the latest time and date at which the
Offer, as so extended, expires. As used in this Offer to Purchase, "business
day" has the meaning set forth in Rule 14d-1(e)(6) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
The Offer is not conditioned upon any minimum number of CCPRs being
tendered. The Offer is subject to certain other conditions set forth in Sections
2 and 14. Purchaser expressly reserves the right (but will not be obligated) to
waive any or all of the conditions of the Offer. If, by the Expiration Date, any
or all of the conditions of the Offer are not satisfied or waived, Purchaser
reserves the right (but shall not be obligated) to (i) extend the period during
which the Offer is open and, subject to the rights of tendering Holders to
withdraw their CCPRs, retain all tendered CCPRs until the Expiration Date, (ii)
waive any or all of the conditions of the Offer and, subject to complying with
applicable rules and regulations of the Securities and Exchange Commission (the
"Commission"), accept for payment or purchase all validly tendered CCPRs and not
extend the Offer, or (iii) terminate the Offer and not accept for payment any
CCPRs and return promptly all tendered CCPRs to tendering Holders. Any
extension, delay in payment, termination or amendment may be made by giving oral
or written notice to the Depositary and will be followed as promptly as
practicable by public announcement, the announcement in the case of an extension
to be issued no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled Expiration Date in accordance with Rules
14d-4(c), 14d-6(d) and 14e-1(d) of the Exchange Act. Without limiting the manner
in which Purchaser may choose to make such public announcement, except as
provided by applicable law (including Rules 14d-4(c), 14d-6(d) and 14e-1(d)
under the Exchange Act), Purchaser will have no obligation to publish, advertise
or otherwise communicate any such public announcement other than by issuing a
release to the Dow Jones News Service or other national news service.
Following the expiration of the Offer or, in the event that the Offer is
not consummated, Purchaser and the Funds may seek to acquire CCPRs through
privately negotiated transactions or otherwise, upon such terms and conditions
and at such prices as it shall determine, which may be more or less than the
Purchase Price and could be for cash or other consideration.
The Commission has announced that, under its interpretation of Rules
14d-4(c) and 14d-6(d) under the Exchange Act, material changes in the terms of a
tender offer or information concerning a tender offer may require that the
tender offer be extended so that it remains open a sufficient period of time to
allow Holders to consider such material changes or information in deciding
whether or not to tender or withdraw their securities. The minimum period during
which the Offer must remain open following material changes in the terms of the
Offer or information concerning the Offer, other than a change in price or a
change in percentage of securities sought, will depend upon the facts and
circumstances, including the relative materiality of the terms or information.
If Purchaser decides to increase or decrease the consideration in the Offer or
to make a change in the percentage of CCPRs sought and if, at the time that
notice of any such change is first published, sent or given to Holders, the
Offer is scheduled to expire at any time earlier than the tenth business day
after (and including) the date of that notice, the Offer will be extended at
least until the expiration of that period of ten business days.
2. PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT
If the number of CCPRs validly tendered (and not properly withdrawn) on
or before the Expiration Date is greater than 100 CCPRs, Purchaser will accept
for payment (and thereby purchase)
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<PAGE>
only 100 CCPRs. Purchaser will acquire the CCPRs PRO RATA to the number of CCPRs
validly tendered (and not properly withdrawn) on or before the Expiration Date,
with appropriate adjustments to avoid purchases in multiples of other than
quarter CCPRs. If the number of CCPRs validly tendered (and not properly
withdrawn) on or before the Expiration Date is not greater than the 100 CCPRs,
Purchaser will purchase all CCPRs validly tendered (and not properly withdrawn)
on or before the Expiration Date, upon the terms and subject to the conditions
of the Offer.
In the event that proration is required, Purchaser will promptly
announce the final results of such proration after the Expiration Date.
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), Purchaser will accept for payment (and thereby
purchase) and pay for all CCPRs which are validly tendered (and not properly
withdrawn) prior to the Expiration Date, promptly following the Expiration Date.
Subject to the applicable rules of the Commission, including Rule 14e-1(c),
Purchaser expressly reserves the right to delay acceptance for payment of or
payment for CCPRs pending receipt of any regulatory approval specified in
Section 15 or in order to comply, in whole or in part, with any other applicable
law or government regulation. See Sections 14 and 15.
In all cases, payment for CCPRs purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed with
notarized signatures (ii) any other required documents, and (iii) written notice
from Amgen confirming transfer of tendered CCPRs.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment and thereby purchased CCPRs validly tendered and not properly withdrawn
if and when Purchaser gives oral or written notice to the Depositary of
Purchaser's acceptance of such CCPRs for payment. Payment for CCPRs accepted
pursuant to the Offer will be made by the Purchaser on behalf of the Funds.
Purchaser will pay any transfer taxes incident to the transfer to it of validly
tendered CCPRs, as well as any charges and expenses of the Depositary and the
Information Agent. Under no circumstances will interest accrue on the
consideration to be paid for the CCPRs by Purchaser, regardless of any delay in
making such payment.
If, prior to the Expiration Date, Purchaser increases the consideration
to be paid per CCPR pursuant to the Offer, Purchaser will pay the increased
consideration for all the CCPRs purchased pursuant to the Offer, whether or not
the CCPRs were tendered prior to the increase in consideration. Purchaser does
not currently expect to increase the consideration to be paid per CCPR pursuant
to the Offer.
Purchaser reserves the right to transfer or assign, in whole at any
time, or in part from time to time, to one or more of its affiliates, the right
to purchase all or any portion of the CCPRs tendered pursuant to the Offer,
provided that any such transfer or assignment will not relieve Purchaser of its
obligations under the Offer and will in no way prejudice the rights of tendering
Holders to receive payment for CCPRs validly tendered and accepted for payment
pursuant to the Offer.
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<PAGE>
3. PROCEDURE FOR TENDERING CCPRS
VALID TENDERS. In order for a Holder to tender his or her CCPRs
pursuant to the Offer a properly completed and duly executed Letter of
Transmittal with the required notarized signatures and any other required
documents must be received by the Depositary at the Depositary's address set
forth on the back cover of this Offer to Purchase prior to the Expiration Date.
A tender of CCPRs will constitute an acceptance by the tendering Holder
of the terms and conditions of the Offer, as well as the tendering Holder's
representation and warranty that (i) such Holder owns the CCPRs being tendered,
(ii) such Holder has full power and authority to tender, sell, assign and
transfer such CCPRs and (iii) when such CCPRs are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
will not be subject to any adverse claim. Purchaser's acceptance for payment of
CCPRs tendered pursuant to the Offer will constitute a binding agreement between
the tendering Holder and Purchaser upon the terms and subject to the conditions
of the Offer.
DETERMINATION OF VALIDITY. All questions as to the form of documents and
the validity, eligibility (including time of receipt) and acceptance for payment
of any tender of CCPRs pursuant to any of the procedures described above will be
determined by Purchaser in its reasonable discretion, which determination shall
be final and binding on all parties. Purchaser reserves the absolute right to
reject any or all tenders of CCPRs determined not to be in proper form or the
acceptance of or payment for which may, in the opinion of counsel, be unlawful
and reserves the absolute right to waive any defect or irregularity in any
tender of CCPRs. Purchaser also reserves the absolute right to waive or amend
any or all of the conditions of the Offer prior to the Expiration Date.
Purchaser's interpretation of the terms and conditions of the Offer (including
the Letter of Transmittal and its instructions) will be final and binding on all
parties. No tender of CCPRs will be deemed to have been validly made, until all
defects and irregularities have been cured or waived. None of Purchaser, the
Depositary, the Information Agent or any other person will be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
APPOINTMENT AS PROXY. By executing and delivering the Letter of
Transmittal, a tendering Holder irrevocably appoints designees of Purchaser as
his or her attorneys-in-fact and proxies, with full power of substitution, in
the manner set forth in the Letter of Transmittal, to the full extent of the
Holder's rights with respect to the CCPRs (and with respect to any and all other
securities issued or issuable in respect of such CCPRs on or after the date
hereof) tendered by the Holder. All such powers of attorney and proxies will be
considered coupled with an interest in the tendered CCPRs and all prior powers
of attorney and proxies given by the Holder with respect to the CCPRs will be
revoked, without further action, and no subsequent powers of attorney and
proxies may be given (and, if given, will not be deemed effective) by the
Holder. Designees of Purchaser will be empowered to exercise all rights of the
Holder with respect to such CCPRs as they in their reasonable discretion may
deem proper, including, without limitation, in respect of any annual or special
meeting of the Holders, or any adjournment or postponement of any such meeting,
or in connection with any action by written consent in lieu of any such meeting
or otherwise. Purchaser reserves the absolute right to require that, in order
for CCPRs to be validly tendered, immediately upon Purchaser's acceptance for
payment of the CCPRs, Purchaser must be able to exercise full rights with
respect to the CCPRs.
A tender of CCPRs pursuant to any of the procedures described above
will constitute the tendering Holder's acceptance of the terms and conditions of
the Offer. Purchaser's acceptance for
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payment of CCPRs tendered pursuant to the Offer will constitute a binding
agreement between the tendering Holder and Purchaser upon the terms and
conditions of the Offer.
The Depositary has agreed to act as such for the convenience of
Purchaser. The Depositary will act upon the instructions of Purchaser and will
deliver all documents deposited with it as instructed by Purchaser. The
Depositary has no obligation to any Holder who tenders CCPRs. If any controversy
arises between Purchaser and any other person concerning the CCPRs or concerning
this Offer to Purchase, the Letter of Transmittal, or the subject matter of any
thereof, the Depositary will not be required to determine the controversy or to
take any action regarding it. The Depositary may hold all documents and property
and may wait for settlement of any such controversy by final appropriate legal
proceedings or other means as, in the Depositary's discretion, may be required,
notwithstanding any other provision of this Offer to Purchase or the Letter of
Transmittal. In such event, the Depositary will not be liable for any interest,
damages or expenses. Furthermore, the Depositary may at its option, file an
action of interpleader requiring such persons to answer and litigate any claims
and rights among themselves. The Depositary is authorized to deposit with the
clerk of the court all documents and property held. Upon initiating such action,
the Depositary shall be fully released and discharged of and from all
obligations and liabilities involving the documents or property, except for
obligations and liabilities arising by reason of the prior gross negligence or
willful misconduct on the part of the Depositary.
4. WITHDRAWAL RIGHTS
Tenders of CCPRs made pursuant to the Offer are irrevocable, except as
otherwise provided in this Section 4. CCPRs tendered pursuant to the Offer may
be withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by Purchaser as provided in this Offer to Purchase, may
also be withdrawn at any time after September 29, 1999. If Purchaser extends the
Offer, is delayed in its purchase of or payment for CCPRs, or is unable to
purchase or pay for CCPRs for any reason, then, without prejudice to the rights
of Purchaser, tendered CCPRs may be retained by the Depositary on behalf of
Purchaser and may not be withdrawn, except to the extent that tendering Holders
are entitled to withdrawal rights as set forth in this Section 4.
The reservation by Purchaser of the right to delay the acceptance or
purchase of or payment for CCPRs is subject to the provisions of Rule 14e-1(c)
under the Exchange Act, which requires Purchaser to pay the consideration
offered or to return CCPRs deposited by or on behalf of Holders promptly after
the termination or withdrawal of the Offer.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
its address set forth on the back cover or the Offer to Purchase. Any such
notice of withdrawal must specify the name of the persons who tendered the CCPRs
to be withdrawn, the number of CCPRs to be withdrawn and the name of the
registered Holder, if different from that of the person who tendered the CCPRs.
All questions as to the form and validity (including time of receipt) of notices
of withdrawal will be determined by Purchaser, in its reasonable discretion,
whose determination will be final and binding on all parties. No withdrawal of
CCPRs will be deemed to have been made properly until all defects and
irregularities have been cured or waived. None of Purchaser, the Depositary, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failing to give such notification.
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<PAGE>
Withdrawals may not be revoked and any CCPRs properly withdrawn will be
deemed not validly tendered for purposes of the Offer, but may be tendered at
any subsequent time prior to the Expiration Date by following any of the
procedures described in Section 3 above.
5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER
The following is a general discussion of certain federal income tax
consequences of a sale of the CCPRs pursuant to the Offer. This summary is of a
general nature only and does not discuss all aspects of federal income taxation
that may be relevant to each particular Holder in light of such Holder's
particular circumstances. In addition, the summary does not discuss aspects of
federal income taxation that may be relevant to Holders subject to special
treatment under the federal income tax laws, such as foreign persons, dealers in
securities, insurance companies, tax-exempt organizations, banks, thrifts,
regulated investment companies or Holders that do not hold CCPRs as capital
assets (within the meaning of Section 1221 of the Internal Revenue Code of 1986,
as amended (the "Code")). This summary is based on the Code, Treasury
regulations thereunder, and the administrative and judicial interpretations
thereof, as of the date hereof, all of which are subject to change, possibly on
a retroactive basis.
The summary of certain of the federal income tax consequences of a sale
of CCPRs pursuant to the Offer set forth below assumes that (i) CCPRs are
treated as debt instruments for federal income tax purposes, (ii) all of the
payments received in connection with the sale of CCPRs pursuant to the Offer
qualify for capital gain treatment under the Code, and (iii) neither Class A
Interests in ACPLP nor CCPRs were or are traded on an established securities
market. It is unclear whether the Internal Revenue Service or a court would
treat CCPRs as debt instruments, and CCPRs could be treated as, among other
things, either interests in a partnership among Holders and Amgen or as equity
interests in Amgen. If CCPRs are not treated as debt instruments for federal
income tax purposes, the tax consequences to Holders of a sale of CCPRs pursuant
to the Offer could be materially different than the tax consequences summarized
below.
Furthermore, the federal income tax consequences to Holders who sell
CCPRs pursuant to the Offer will depend, in whole or in part, on the tax
consequences to such Holders of their receipt of CCPRs in exchange for their
Class A Interests in ACPLP. Among other things, the character of gain or loss on
a sale of CCPRs pursuant to the Offer, the time or times, if any, at which
Holders must include interest in income and the amount of such interest income,
and the application of rules applicable to dispositions of installment
obligations will be determined by the federal income tax treatment applicable to
dispositions of Class A Interests in ACPLP in exchange for Advance Payments and
CCPRs.
EACH HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF SELLING CCPRS PURSUANT TO THIS
OFFER. THIS SUMMARY DOES NOT DISCUSS ANY FOREIGN, STATE OR LOCAL TAX
CONSEQUENCES OF SELLING CCPRS PURSUANT TO THIS OFFER.
CONSEQUENCES TO HOLDERS WHO TENDER CCPRS. Under current Treasury
regulations, a Holder who tenders CCPRs pursuant to the Offer generally will
recognize gain or loss equal to the difference between (i) the Holder's "amount
realized" (reduced by any portion treated as interest as described below) and
(ii) the Holder's adjusted tax basis in the CCPRs tendered. In general, the
amount realized with respect to a CCPR sold pursuant to the Offer is the amount
of cash received by the Holder in exchange for such CCPR. A Holder's adjusted
tax basis in his or her CCPRs will vary depending on the Holder's particular
circumstances. Under current Treasury regulations, a portion of the amount
realized on a sale of CCPRs pursuant to the Offer will be treated as a principal
payment. The portion treated as a
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<PAGE>
principal payment will be an amount equal to the present value of the amount
realized, determined by discounting the amount realized at the "applicable
federal rate" set forth in the Code from the date of the sale of CCPRs pursuant
to the Offer to the date on which Amgen exercised the Partnership Purchase
Option (March 12, 1993). The excess of the amount realized over the portion that
is treated as a principal payment will be taxable at ordinary income tax rates
(currently a maximum of 39.6% for non-corporate taxpayers) as interest.
Alternatively, Holders may determine the tax consequences of a sale of CCPRs
using any other reasonable method, including a method which would have been
required under proposed Treasury regulations in effect at the time the CCPRs
were issued. Holders should consult their own tax advisors concerning the
application of such proposed Treasury regulations.
TAXATION OF NET CAPITAL GAIN OR LOSS. For non-corporate taxpayers, such
as individuals, trusts, and estates, net capital gain attributable to property
held for more than 12 months is taxed at a rate of 20%. For non-corporate
taxpayers, capital losses are deductible only to the extent of capital gains
plus up to $3,000 of ordinary income. If capital losses are not used in a tax
year, such losses generally can be carried forward to succeeding tax years
indefinitely. Non-corporate taxpayers are not entitled to carry back capital
losses to prior taxable years.
Under current law, the maximum federal income tax rate applicable to
capital gains and ordinary income for corporations is 35%. Corporations may only
offset capital losses only against capital gains. Corporations are entitled to
carry back unused capital losses to the three preceding taxable years and carry
forward unused capital losses to the succeeding five taxable years.
WITHHOLDING TAXES. Purchaser intends to withhold federal income tax at
a 30% rate (or at a lesser rate prescribed by a Treaty, if appropriate
certifications are made) on the portion of amounts paid pursuant to the Offer to
foreign Holders that constitutes interest income, to the extent required by
applicable law.
BACKUP WITHHOLDING. A Holder (other than corporations and certain
foreign individuals) who tenders CCPRs may be subject to 31% backup withholding
unless he or she provides a taxpayer identification number ("TIN") and certifies
that the TIN is correct or properly certifies that he or she is awaiting a TIN.
A Holder may avoid backup withholding by properly completing and signing the
Substitute Form W-9 included as part of the Letter of Transmittal. IF A HOLDER
WHO IS SUBJECT TO BACKUP WITHHOLDING DOES NOT PROPERLY COMPLETE AND SIGN THE
SUBSTITUTE FORM W-9, PURCHASER WILL WITHHOLD 31% FROM PAYMENTS TO SUCH HOLDER.
SEE INSTRUCTION 4 TO THE LETTER OF TRANSMITTAL.
POSSIBLE LEGISLATIVE TAX CHANGES. There have been a number of proposals
made in Congress and by the Treasury Department and other government agencies
for changes in the federal income tax laws. In addition, the Internal Revenue
Service has proposed and may still be considering changes in regulations and
procedures. It is likely that further proposals will be forthcoming or that
previous proposals will be revived in some form in the future. It is impossible
to predict with any degree of certainty what past proposals may be revived or
what new proposals may be forthcoming, the likelihood of adoption of any such
proposals, the likely effect of any such proposals upon the sale of CCPRs, or
the effective date of any legislation or regulatory changes which may derive
from any such past or future proposals. Holders are strongly urged to consider
ongoing developments in this uncertain area.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION PURPOSES ONLY. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE OFFER.
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<PAGE>
6. PRICE RANGE OF THE CCPRS
A nominee of the Funds has purchased approximately 89.775 CCPRs or CCPR
equivalents at the prices and dates in the table below.
<TABLE>
<CAPTION>
Distributions Since Adjusted Purchase
Trade Date Price per CCPR Number of CCPRs Purchase(1) Price (2)
- ----------------------- -------------------------- ----------------------- -------------------------- ------------------------
<S> <C> <C> <C> <C>
October 28, 1996 $180,000 0.500 $183,088 N/A
January 25, 1997 240,000 0.500 167,124 72,876
July 18, 1997 226,000 0.500 134,852 91,148
October 9, 1997 240,000 49.125 122,133 117,867
October 20, 1997 240,000 1.000 122,133 117,867
October 20, 1997 240,000 0.500 122,133 117,867
November 8, 1997 240,000 0.250 122,133 117,867
December 27,1997 220,000 2.500 109,338 110,662
January 5, 1998 217,205 1.000 109,338 107,867
February 19, 1998 220,000 0.500 109,338 110,662
May 28, 1998 207,644 0.500 84,075 123,569
June 8, 1998 250,000 0.500 84,075 165,925
June 17, 1998 240,000 0.250 84,075 155,925
June 27, 1998 260,000 0.250 84,075 175,925
July 24, 1998 276,000 0.250 84,075 191,925
July 24, 1998 276,000 0.250 84,075 191,925
August 7, 1998 250,000 0.500 84,075 165,925
August 10, 1998 250,000 0.500 84,075 165,925
August 31, 1998 256,982 0.500 71,056 185,926
September 7, 1998 266,982 0.500 71,056 195,926
September 13, 1998 240,000 0.500 71,056 168,944
September 13, 1998 260,000 0.500 71,056 188,944
September 13, 1998 260,000 0.500 71,056 188,944
February 14, 1999 240,000 0.250 56,303 183,697
Various (3) 192,350(4) 27.65 Various N/A
</TABLE>
-------------------------------
(1) Cash which has been paid per CCPR from acquisition through the August 1999
distribution.
(2) Price per CCPR less Distributions Since Purchase.
(3) These trades represent the purchases of Fractional CCPRs (as defined in
Section 9). These purchases were effected in private transactions which
occurred from November 15, 1996 through August 1999.
(4) Average price paid on an equivalent basis.
Purchaser is not aware of any public market for the CCPRs. Holders are
also advised that the sales prices received by sellers of CCPRs in secondary
market transactions may not reflect the actual value of the CCPRs in light of
the limited trading in the market and that such prices are often significantly
discounted from the values of the assets underlying the CCPRs.
The Purchase Price represents the price at which Purchaser is willing
to purchase CCPRs. No independent person has been retained to evaluate or render
any opinion with respect to the fairness of the Purchase Price and no
representation is made by Purchaser or any affiliate of Purchaser as to such
fairness. Purchaser did not attempt to obtain current independent valuations or
appraisals of the underlying assets owned by the Partnership. The Partnership
made its own determination of the Purchase Price based on publicly-available
information. Purchaser did not obtain any third party appraisal or valuation in
determining the Purchase Price because Purchaser's business is identifying and
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acquiring royalty interests that derive cash flow from the sales of
biotechnology and pharmaceutical products. Accordingly, Purchaser believes it
has sufficient knowledge to make its own determination of the Purchase Price
without the assistance or opinion of any third party. Other measures of the
value of the CCPRs may be relevant to Holders. HOLDERS ARE URGED TO CONSIDER
CAREFULLY ALL OF THE INFORMATION CONTAINED HEREIN AND CONSULT WITH THEIR OWN
ADVISORS, TAX, FINANCIAL OR OTHERWISE, IN EVALUATING THE TERMS OF THE OFFER
BEFORE DECIDING WHETHER TO TENDER CCPRS.
7. EFFECT OF THE OFFER ON EXCHANGE ACT REGISTRATION
The CCPRs are currently registered under the Exchange Act. Such
registration may be terminated upon application of Amgen to the Commission if
the CCPRs are neither listed on a national securities exchange nor held by 300
or more holders of record. Termination of the registration of the CCPRs under
the Exchange Act would substantially reduce the information required to be
furnished by Amgen to Holders and to the Commission and would make certain of
the provisions of the Exchange Act no longer applicable to the CCPRs. Although
Purchaser would consider seeking to cause Amgen to terminate registration of the
CCPRs under the Exchange Act if the requirement for termination of registration
of the CCPRs is met, Purchaser currently has no plans to seek to cause Amgen to
terminate such registration.
8. CERTAIN INFORMATION CONCERNING CONTRACTUAL CONTINGENT PAYMENT RIGHTS
Amgen Clinical Partners, L.P. ("ACPLP" or the "Partnership") was formed
in 1987 to finance the clinical development of granulocyte colony stimulating
factor, or G-CSF, (trade name Neupogen -Registered Trademark-) and certain
growth factors. Neupogen was approved by the United States Food and Drug
Administration ("FDA") in 1990 for use as an adjunct to chemotherapy.
Neupogen stimulates the immune system by causing the production of white
blood cells in patients whose immune system has been impaired by
chemotherapy. Neupogen was commercially introduced in 1991 and is marketed by
Amgen in North America, AMRO (an Amgen-Roche joint venture) in 10 countries
of the European Union, and Roche in certain other European countries
including the former COMECON countries of Central and Eastern Europe. None of
the other growth factors under development by the Partnership was
successfully developed.
In March 1993, Amgen exercised the Partnership Purchase Option (the
"PPO") and purchased all the outstanding limited partnership interests in ACPLP
pursuant to the Partnership Purchase Agreement (the "PPA") for a cash payment
(the "Advance Payment") of $25,000 and a contingent payment right (the "CCPR").
The CCPR entitles a Holder to receive cash payments based on the sales of
Neupogen in certain territories through 2005. The terms of such payments are set
forth in more detail in the PPA, which may be obtained upon request from
Purchaser.
Since Neupogen's introduction in 1991, sales have grown rapidly to a
level of $1,117 million in 1998. The following table illustrates the sales of
Neupogen as reported in the corresponding Amgen Form 10-K. The chart also shows
yearly growth rates for Neupogen sales from 1992 to 1998 as well as the growth
rate in Neupogen sales in the first half of 1999 as compared to the same period
a year earlier.
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Historical Neupogen Sales
<TABLE>
<CAPTION>
Sales Growth
Period (MILLIONS) Rate (%)
--------------- ------------------ -------------
<S> <C> <C>
1991 $233 --
1992 544 134%
1993 719 32%
1994 829 15%
1995 936 13%
1996 1,016 9%
1997 1,056 4%
1998 1,117 6%
H1 1998 $532 --
H1 1999 591 11%
</TABLE>
AVAILABLE INFORMATION. ACPLP was acquired by Amgen in March 1993 and is
no longer subject to the informational filing requirements of the Exchange Act.
Amgen is subject to the information filing requirements of the Exchange Act. In
accordance with the requirements of the Exchange Act, Amgen files periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Such reports, proxy
statements and other information may be inspected at the Commission's office at
450 Fifth Street, N.W., Washington, D.C. 20549, and also should be available for
inspection and copying at the regional offices of the Commission located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; 7 World Trade Center, 13th Floor, New York, New York 10048
and 90 Devonshire Street, Suite 700, Boston, Massachusetts 02109. Copies may be
obtained upon payment of the Commission's prescribed fees by writing to its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. Such
material can also be obtained at the office of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006-1506. In
addition, the Commission maintains a Web site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.
9. CERTAIN INFORMATION CONCERNING THE PURCHASER
PharmaInvest, L.L.C., a Delaware limited liability company, was formed
in August 1997 to act as nominee for Pharmaceutical Royalties, L.L.C. ("PRLLC"),
a Delaware limited liability company formed in July 1996 and Pharmaceutical
Royalty Investments, Ltd. ("PRILTD"), a Bermuda company formed in May 1996, each
of which has been organized to invest in royalty interests and contractual
contingent payment rights which derive cash payments based on the sale of
pharmaceutical and biotechnology products. CCPRs acquired by PRILTD pursuant to
the Offer will be assigned to certain of its subsidiaries. Purchaser and the
Funds are managed by Pharmaceutical Partners, L.L.C. ("PPLLC"). The principal
executive offices of PPLLC Purchaser are located at 675 Third Avenue, Suite
3000, New York, NY 10017. PPLLC is the sole member of Purchaser. The name,
business address, present principal occupation or employment, five-year
employment history and citizenship of each member of PPLLC are set forth in
Schedule I hereto.
Except as described below, (i) neither Purchaser, the Funds or, to the
best knowledge of Purchaser, any of the persons listed in Schedule I hereto or
any affiliate of any such person, beneficially owns or has a right to acquire
any CCPR and (ii) neither Purchaser, the Funds, or, to the best knowledge
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<PAGE>
of Purchaser, any of the other persons referred to above, or any affiliate of
any of the foregoing, has effected any transaction in the CCPRs during the past
60 days.
Purchaser and its affiliates and former affiliates have acquired a
total of 89.775 CCPRs over the past five years, with the most recent transaction
being effected in February of 1999. A former affiliate of Purchaser had been
purchasing the CCPRs since January of 1994, with the most recent purchase in
April 1996. The former affiliate owns 33 CCPRs and is no longer purchasing these
assets.
Purchaser owns 62.125 CCPRs with the most recent acquisition closed in
February 1999. Purchaser also owns fractional CCPRs (the "Fractional CCPRs")
that represent a right to receive a portion of the cash flows attributable to
the CCPRs formerly owned by PaineWebber R&D Partners, L.P. On an equivalent
basis, these Fractional CCPRs owned by Purchaser represent approximately 27.65
CCPRs. The most recent purchase of Fractional CCPRs was closed in August 1999.
Except as described in this Offer to Purchase, (i) neither Purchaser,
the Funds or, to the best knowledge of Purchaser, any of the persons listed in
Schedule I has any contract, arrangement, understanding or relationship (whether
or not legally enforceable) with any other person with respect to any CCPRs,
including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any CCPRs, joint ventures,
loan or option arrangements, puts or calls, guarantees of loans, guarantees
against loss or the giving or withholding of proxies and (ii) there have been no
contacts, negotiations or transactions between Purchaser, the Funds or any of
their affiliates or, to the best knowledge of Purchaser, any of the persons
listed in Schedule I hereto, on the one hand, and Amgen or any of its
affiliates, on the other hand, concerning: a merger, consolidation or
acquisition, a tender offer or other acquisition of securities, an election of
directors, or a call or other transfer of a material amount of assets.
10. SOURCE AND AMOUNT OF FUNDS
Purchaser estimates that the maximum amount of funds required to
purchase CCPRs pursuant to the Offer and to pay related costs and expenses will
be approximately $22.1 million. Obtaining financing is not a condition to the
Offer. The Funds have cash on hand and commitments from investors sufficient to
pay the Purchase Price and consummate the Offer.
11. BACKGROUND OF THE OFFER
PharmaInvest, L.L.C., a Delaware limited liability company, was formed
in August 1997 to act as nominee for Pharmaceutical Royalties, L.L.C., a
Delaware limited liability company formed in July 1996 and Pharmaceutical
Royalty Investments, Ltd., a Bermuda company formed in May 1996, each of which
has been organized to invest in royalty interests and contractual contingent
payment rights which derive cash payments based on the sale of pharmaceutical
and biotechnology products. Purchaser and the Funds are managed by PPLLC. As a
result, it is the business of the PPLLC to identify, evaluate and acquire
pharmaceutical royalty interests and contractual contingent payment rights,
including the CCPRs. Purchaser and the Funds have from time to time acquired
CCPRs from Holders wishing liquidity, principally through a tender offer made in
August 1997 and through inquiries made by or through PaineWebber Inc. investment
executives.
In addition, PPLLC, on behalf of Purchaser and the Funds, commenced an
offer to purchase up to 160 CCPRs for cash consideration of $240,000 per CCPR
(the "1997 Offer"). Pursuant to the 1997
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<PAGE>
Offer, which expired on September 24, 1997, Purchaser acquired 49.125 CCPRs from
90 Holders, representing approximately 6% of the outstanding CCPRs and 7.5% of
the Holders.
Subsequent to the 1997 Offer, Purchaser or its affiliates have acquired
11.5 CCPRs from 19 Holders in 20 privately negotiated transactions. As of August
27, 1999, the Funds and their affiliates owned 62.125 CCPRs, or approximately
7.5% of the CCPRs then outstanding. See Section 9.
Prior to commencing the Offer (the "1999 Offer"), PPLLC, on behalf of
Purchaser and the Funds, contacted Amgen on July 27, 1999 to notify Amgen that
Purchaser had an interest in effecting the Offer to purchase CCPRs. Following
this initial conversation, PPLLC notified Amgen of the proposed terms of the
Offer. On September 3, 1999, PPLLC sent to Amgen a letter requesting the list of
names and addresses of Holders of CCPRs in order to effect the 1999 Offer. On
September 3, Amgen sent a letter to PPLLC notifying PPLLC of its intention to
provide the list of names and addresses to PPLLC and Purchaser.
12. PURPOSE OF THE OFFER
The purpose of the Offer is to enable Purchaser and the Funds to
acquire CCPRs for investment purposes. Purchaser is making this Offer because
the Funds believe that the CCPRs represent an attractive investment opportunity
for the Funds at the price offered. There can be no assurance, however, that
this belief is correct and, as a result, ownership of CCPRs (either by
Purchaser, the Funds or Holders who retain their CCPRs) remains a speculative
investment. The Funds are acquiring the CCPRs solely for investment purposes.
Following the completion of the Offer, Purchaser, the Funds and their affiliates
may acquire additional CCPRs. Any such acquisition may be made through private
purchases, through one or more future tender offers or by any other means deemed
advisable, and may be at prices higher or lower than the price to be paid for
the CCPRs purchased in the Offer.
No appraisal rights are available to Holders in connection with the
Offer.
-14-
<PAGE>
13. DISTRIBUTIONS TO HOLDERS
Recent historical distributions per CCPR are illustrated in the table
below.
Quarterly Cash Distributions per CCPR
<TABLE>
<CAPTION>
Payment Cash Payment(1)
Sales Period Date per CCPR
---------------- ------------------ ---------------
<S> <C> <C>
Q1 1995 May-95 $ 12,775
Q2 1995 Aug-95 15,011
Q3 1995 Nov-95 13,967
Q4 1995 Feb-96 15,047
Q1 1996 May-96 13,926
Q2 1996 Aug-96 15,859
Q3 1996 Nov-96 15,964
Q4 1996 Feb-97 17,033
Q1 1997 May-97 15,239
Q2 1997 Aug-97 12,720
Q3 1997 Nov-97 12,795
Q4 1997 Feb-98 12,908
Q1 1998 May-98 12,355
Q2 1998 Aug-98 13,019
Q3 1998 Nov-98 14,753
Q4 1998 Feb-99 19,194
Q1 1999 May-99 17,792
Q2 1999 Aug-99 19,317
</TABLE>
- --------------------------
(1)Quarterly distributions are reduced by $439 per CCPR to repay a milestone
payment made by Hoffman-La Roche in 1990. This deduction will cease with the
distribution relating to Neupogen sales for the quarter ending Dec. 31, 1999.
14. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, Purchaser shall not
be required to accept for payment or, subject to any application rules and
regulations of the Commission, including Rule 14e-1(c) under the Exchange Act
(relating to Purchaser's obligation to pay for or return tendered CCPRs promptly
after expiration or termination of the Offer), to pay for any CCPRs tendered,
and may postpone the acceptance for payment or, subject to the restriction
referred to above, payment for any CCPRs tendered, and may amend or terminate
the Offer, if (i) Purchaser is not satisfied prior to the Expiration Date, in
its reasonable discretion, that, upon purchase of the CCPRs pursuant to the
Offer, it, the Funds and/or their nominee will have full rights to ownership as
to all such CCPRs and that it, the Funds and/or their nominee will become
registered holders of CCPRs, (ii) all material regulatory and related approvals
have not been obtained or made on terms reasonably satisfactory to Purchaser
prior to the Expiration Date, or (iii) at any time prior to the Expiration Date
any of the following events shall occur or shall be deemed by Purchaser to have
occurred:
(A) there shall have been threatened, instituted or pending
any action, proceeding, application or counterclaim by or before any
court or governmental, regulatory or administrative agency, authority
or tribunal, domestic, foreign or supranational (other than actions,
proceedings, applications or counterclaims filed or initiated by
Purchaser), which (i) seeks to challenge the acquisition by Purchaser
of the CCPRs, restrain, prohibit or delay the making or consummation
-15-
<PAGE>
of the Offer, or obtain any damages in connection with any of the
foregoing, (ii) seeks to make the purchase of or payment for, some or
all of the CCPRs pursuant to the Offer or otherwise, illegal, (iii)
seeks to impose limitations on the ability of Purchaser, the Funds or
any of their respective affiliates effectively to acquire or hold, or
requiring Purchaser, the Funds or any of their respective affiliates to
dispose of or hold separate, any portion of the assets or the business
of Purchaser, the Funds or their respective affiliates, or impose
limitations on the ability of Purchaser, the Funds or any of their
respective affiliates to continue to conduct, own or operate all or any
portion of their businesses and assets as heretofore conducted, owned
or operated, (iv) seeks to impose or may result in material limitations
on the ability of Purchaser or any of its affiliates to exercise full
rights of ownership of the CCPRs purchased by them, (v) is reasonably
likely to result in a material diminution in the benefits expected to
be derived by Purchaser, the Funds or any of their respective
affiliates as a result of the transactions contemplated by the Offer or
(vi) seeks to impose voting, procedural, price or other requirements in
addition to those under Delaware law and federal securities laws (each
as in effect on the date of the Offer to Purchase) or any material
condition to the Offer that is unacceptable (in its reasonable
judgment) to Purchaser;
(B) there shall have been proposed, sought, promulgated,
enacted, entered, enforced or deemed applicable to the Offer by any
domestic, foreign or supranational government or any governmental,
administrative or regulatory authority or agency or by any court or
tribunal, domestic, foreign or supranational, any statute, rule,
regulation, judgment, decree, order or injunction that might, directly
or indirectly, result in any of the consequences referred to in clauses
(i) through (vii) of paragraph (A) above;
(C) there shall have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on any national
securities exchange or in the over-the-counter market in the United
States, (ii) the declaration of a banking moratorium or any suspension
of payments in respect of banks in the United States, (iii) any
material adverse change (or any existing or threatened condition, event
or development involving a prospective material adverse change) in
United States or any other currency exchange rates or a suspension of,
or a limitation on, the markets therefor, (iv) the commencement of a
war, armed hostilities or other international or national calamity,
directly or indirectly involving the United States, (v) any limitations
(whether or not mandatory) imposed by any governmental authority on, or
any event which might have material adverse significance with respect
to, the nature or extension of credit or further extension of credit by
banks or other lending institutions, (vi) any significant adverse
change in securities or financial markets in the United States or
abroad or (vii) in the case of any of the foregoing, a material
acceleration or worsening thereof;
(D) any change (or any development involving a prospective
change) shall have occurred or be threatened in the business, financial
condition, results of operations, or prospects of Amgen's Neupogen
franchise which, in the reasonable discretion of Purchaser, is, or may
be, materially adverse to the Holders, or Purchaser shall become aware
of any fact (including without limitation any such change or
development) which, in the reasonable discretion of Purchaser, has, or
may have, materially adverse significance with respect to the Holders;
or
(E) a tender offer or exchange offer for some portion or all
of the CCPRs shall have been commenced or publicly proposed to be made
by any other person or entity, or it shall have been publicly disclosed
or Purchaser shall have learned or Purchaser shall have cause to
believe that any other person or entity shall have entered into a
definitive agreement or an agreement in
-16-
<PAGE>
principle or made a proposal with respect to a tender offer or exchange
offer for some portion or all of the CCPRs, or Amgen shall have
authorized, recommended, or proposed, or shall have announced an
intention to authorize, recommend, or propose, any other material
change in its arrangement with the Holders.
The foregoing conditions are for the sole benefit of Purchaser and its
affiliates and may be asserted by Purchaser regardless of the circumstances
(other than any action or inaction by Purchaser or any of their affiliates)
giving rise to any such condition or may be waived by Purchaser, in whole or in
part, from time to time prior to the Expiration Date in its reasonable
discretion. The failure by Purchaser at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right and may be asserted at any time and from
time to time. Any reasonable determination by Purchaser concerning any of the
events described herein shall be final and binding.
15. CERTAIN LEGAL MATTERS
Purchaser is not aware of any license or other regulatory permit which
appears to be material to Amgen's business and that might be adversely affected
by Purchaser's acquisition of CCPRs pursuant to the Offer, any approval or other
action by any domestic or foreign governmental or administrative agency that
would be required prior to the acquisition of CCPRs by Purchaser pursuant to the
Offer, or any state takeover statute that is applicable to the Offer. Should any
such approval or other action be required, or any such state takeover statute be
applicable, Purchaser will evaluate at such time whether such approval or action
will be sought or compliance with such takeover statute will be effected. There
can be no assurance that any such approval, action, or compliance, if needed,
would be obtained or effected or, if obtained or effected, would be obtained or
effected without substantial conditions or adverse consequences. Purchaser's
obligation to purchase and pay for the tendering CCPRs is subject to certain
conditions, including conditions relating to the legal matters discussed herein.
See Section 14 above for certain conditions to the offer.
APPRAISAL RIGHTS. Holders will not have appraisal rights as a result of
the Offer.
MARGIN REQUIREMENTS. The CCPRs are not "margin securities" under the
regulations of the Board of Governors and the Federal Reserve System and,
accordingly, those regulations generally are not applicable to the Offer.
ANTITRUST. Under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the rules and regulations that have been
promulgated thereunder by the Federal Trade Commission (the "FTC"), certain
acquisition transactions may not be consummated until certain information and
documentary material has been furnished for review by the Antitrust Division of
the Department of Justice (the "Antitrust Division") and the FTC and certain
waiting period requirements have been satisfied. Purchaser does not currently
believe any filing is required under the HSR Act with respect to its acquisition
of CCPRs contemplated by the Offer.
In addition, the Antitrust Division and the FTC frequently scrutinize
the legality under the antitrust laws of acquisitions, mergers, and other
commercial transactions. At any time before or after Purchaser's purchase of
CCPRs, the Antitrust Division of the FTC could take such action under the
antitrust laws as either deems necessary or desirable in the public interest
regarding such purchase, including seeking to enjoin the purchase of CCPRs
pursuant to the Offer, the divestiture of CCPRs purchased by Purchaser or the
divestiture of substantial assets of Purchaser, the Funds and their
-17-
<PAGE>
respective affiliates or Amgen. Private parties as well as state attorneys
general may also bring legal actions under the antitrust laws under certain
circumstances. There can be no assurance that a challenge to the Offer on
antitrust grounds will not be made or, if such challenge is made, what the
result will be.
16. FEES AND EXPENSES
Purchaser has retained MacKenzie Partners, Inc. to act as the
Information Agent and Depository Agent in connection with the Offer. MacKenzie
Partners will receive reasonable and customary compensation for its services,
will be reimbursed for certain reasonable out-of-pocket expenses and will be
indemnified against certain liabilities and expenses in connection therewith,
including certain liabilities under the federal securities laws.
Except as set forth above, Purchaser will not pay any fees or
commissions to any broker or dealer or other person for soliciting tenders of
CCPRs pursuant to the Offer. Brokers, dealers, commercial banks and trust
companies will be reimbursed by Purchaser for customary mailing and handling
expenses incurred by them in forwarding the offering materials to their
customers.
17. MISCELLANEOUS
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) Holders residing in any jurisdiction in which the making of the Offer
or the acceptance thereof would not be in compliance with the securities, blue
sky or other laws of the jurisdiction. However, Purchaser may, in its
discretion, take such action as it may deem necessary to make the Offer in any
jurisdiction and extend the Offer to Holders in that jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer will be deemed to be made on
behalf of Purchaser by one or more registered brokers or dealers that are
licensed under the laws of the jurisdiction.
Purchaser has filed with the Commission the Schedule 14D-1 pursuant to
Rule 14d-1 under the Exchange Act containing certain additional information with
respect to the Offer. The Schedule and any amendments to the Schedule, including
exhibits, may be examined and copies may be obtained from the principal office
of the Commission in the manner set forth in Section 8 above (except that they
will not be available at the regional offices of the Commission).
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED IN THIS OFFER TO PURCHASE OR
IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, THE INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
September 29, 1999 PHARMAINVEST, L.L.C.
PHARMACEUTICAL ROYALTIES, L.L.C.
PHARMACEUTICAL ROYALTY INVESTMENTS LTD.
PHARMACEUTICAL PARTNERS, L.L.C.
-18-
<PAGE>
SCHEDULE I
The following sets forth the name, present principal occupation or employment
and material occupation, positions, offices or employment for the past five
years of each member of the Manager of Purchaser and the Funds. The Manager,
Pharmaceutical Partners, L.L.C. is the sole member of Purchaser. The business
address of each such person is 675 Third Avenue, Suite 3000, New York, NY,
10017. Unless otherwise indicated below, each person is a citizen of the United
States.
STEPHEN EVANS-FREKE, 47 years old, is a Managing Member of
Pharmaceutical Partners, L.L.C., the Manager of the Purchaser. From 1991 to 1999
Mr. Evans-Freke served as Chairman and Chief Executive Officer of SUGEN, Inc., a
biotechnology company he founded in 1991 that was recently purchased by
Pharmacia and Upjohn for $740 million. Mr. Evans-Freke continues as an advisor
to Mr. Fred Hassan, Chief Executive Officer of Pharmacia and Upjohn. Mr.
Evans-Freke also served as Chairman of the Board of Selectide Corporation, a
drug discovery company he founded in 1990, until the sale of that company to
Marion Merrell Dow in 1995. Prior to founding SUGEN and Selectide, Mr.
Evans-Freke had a fourteen-year career at PaineWebber Inc., most recently as
president of PaineWebber Development Corporation and a member of PaineWebber
Inc.'s Board of Directors. Mr. Evans-Freke also serves on the Board and
Executive Committees of ValiGene NV, a Paris-based genomics company, and Cross
Match Technologies Inc., a Florida-based manufacturer of biometrics securities
systems. Mr. Evans-Freke received a degree in law from Trinity College,
University of Cambridge, England in 1972. Mr. Evans-Freke is a British citizen.
PABLO LEGORRETA, 35 years old, is a Managing Member of PPLLC. Prior to
joining PPLLC in 1996, Mr. Legorreta was employed by Lazard Freres in New York.
Prior to joining Lazard Freres in 1991, Mr. Legorreta was employed by the Lazard
Houses in Paris, which he joined in 1988. Mr. Legorreta earned a degree in
Industrial Engineering from Universidad Iberoamericana in Mexico City, Mexico,
in 1985. Mr. Legorreta is a citizen of Mexico.
DAVID MADDEN, 36 years old, has been a Managing Member of PPLLC since
February 1997. Mr. Madden was most recently President, Chief Executive Officer
and Director of Selectide Corporation. Mr. Madden was employed by Selectide from
1992 until the sale of the company to Marion Merrell Dow in 1995. Prior to
joining Selectide, Mr. Madden was a Vice President of PaineWebber Development
Corporation, which he joined in 1987 as an Associate. Mr. Madden received a
B.S.E.E. degree, MAGNA CUM LAUDE, from Union College in Schenectady, NY in 1984
and an M.B.A. from Columbia University in New York, NY in 1986.
RORY RIGGS, 46 years old, is a Managing Member of PPLLC. He currently
serves as President of Biomatrix Corporation, which he joined in 1986. Prior to
joining Biomatrix Corporation, Mr. Riggs was interim President and Chief
Executive Officer of the RF&P Corporation from 1991 through 1995. Mr. Riggs
received a B.A. in Economics and Mathematics from Middlebury College in
Middlebury, VT and an M.B.A. from Columbia University in New York, NY.
A-1
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal and any other required
documents should be sent or delivered by each Holder or his or her broker,
dealer, commercial bank, trust company or other nominee to the Depositary or the
Purchaser, at one of the addresses set forth below:
THE DEPOSITARY AND INFORMATION AGENT FOR THE OFFER IS:
MACKENZIE PARTNERS
BY TELEPHONE: BY MAIL: BY FACSIMILE:
(800) 322-2885 156 Fifth Avenue (212) 929-0308
(212) 929-5500 New York, NY 10010
THE PURCHASER IS:
PHARMAINVEST, L.L.C.
BY TELEPHONE: BY MAIL: BY FACSIMILE:
(800) 600-1450 675 Third Avenue, Suite 3000 (917) 368-0021
(917) 368-0020 New York, NY 10017 (917) 368-0022
BY E-MAIL:
[email protected]
Questions and requests for assistance may be directed to the Information Agent
or Purchaser. Additional copies of this Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be obtained from the
Information Agent or Purchaser and will be furnished promptly at Purchaser's
expense. You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.
<PAGE>
EXHIBIT (a)(2)
ASSIGNMENT AND LETTER OF TRANSMITTAL
TO TENDER
CONTRACTUAL CONTINGENT PAYMENT RIGHTS
ARISING FROM THE PURCHASE OF CLASS A INTERESTS OF
AMGEN CLINICAL PARTNERS, L.P.
PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 29, 1999
BY
PHARMAINVEST, L.L.C.
(PLEASE INDICATE CHANGES OR CORRECTIONS TO THE ADDRESS ABOVE, IF NECESSARY.)
- -------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON
OCTOBER 29, 1999 (THE "EXPIRATION DATE") UNLESS SUCH OFFER IS EXTENDED.
The undersigned holder ("Holder") hereby tender(s) and consents to the
transfer to PharmaInvest, L.L.C., a Delaware limited liability company (the
"Purchaser") or its transferee or assignee, the number of Contractual Contingent
Payment Rights arising from the Purchase of Class A interests of Amgen Clinical
Partners, L.P. ("CCPRs"), as set forth below, pursuant to the Purchaser's Offer
to Purchase up to 100 of the outstanding CCPRs at a purchase price of $220,000
per CCPR, net to the seller in cash, (the "Purchase Price"), without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated September 29, 1999 (the "Offer to Purchase") and this Assignment
and Letter of Transmittal (the "Assignment"), which, together with the Offer to
Purchase and any supplements, modifications or amendments thereto, constitute
the Offer, all as more fully described in the Offer to Purchase. The Purchase
Price will be automatically reduced by the aggregate amount of the value of any
distributions made or declared by Amgen Inc. ("Amgen" or the "Company") on or
after September 29, 1999 and prior to the date on which the Purchaser pays the
Purchase Price for the tendered CCPRs in the case of a distribution of cash or,
in the case of a distribution of assets, the date assets are to be assigned to
the Purchaser. Receipt of the Offer to Purchase is hereby acknowledged.
Capitalized terms used but not defined herein shall have the respective meanings
ascribed to them in the Offer to Purchase.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
PURCHASE PRICE NUMBER OF
PER CCPR CCPRs OWNED NUMBER OF CCPRs TENDERED(1)
----------------- --------------- ----------------------------
<S> <C> <C> <C>
(1) (1)(2)
-------------- ---------
$220,000 ALL / / LESS THAN ALL
-------------- ---------
(Insert no. of CCPRs currently owned) (Check, if applicable) (Insert no. of CCPRs being
tendered)
(1) IF TENDERING ALL CCPRs ISSUED CHECK THE "ALL" BOX ABOVE. IF TENDERING
LESS THAN ALL, ENTER THE NUMBER BEING TENDERED IN THE BOX "LESS THAN
ALL". IF NO INDICATION IS MARKED IN THE BOXES ABOVE, ALL CCPRS ISSUED
WILL BE DEEMED TO HAVE BEEN TENDERED.
(2) A MINIMUM OF 1/4 CCPR MUST BE TENDERED AND A MINIMUM 1/4 CCPR RETAINED.
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
By executing and delivering this Assignment, a tendering Holder
irrevocably appoints designees of Purchaser as his or her attorneys-in-fact with
full power of substitution, to the full extent of the Holder's rights with
respect to the CCPRs tendered by the Holder. All such powers of attorney and
proxies will be considered coupled with an interest in the tendered CCPRs and
all prior powers of attorney given by the Holder with respect to the CCPRs will
be revoked, without further action, and no subsequent powers of attorney and
proxies may be given (and, if given will not be deemed effective) by the Holder.
Designees of Purchaser will be empowered to exercise all rights of the Holder
with respect to such CCPRs as they in their sole discretion may deem proper.
Purchaser reserves the absolute right to require that, in order for CCPRs to be
validly tendered, immediately upon Purchaser's acceptance for payment of the
CCPRs, Purchaser must be able to exercise full rights with respect to the CCPRs.
Pursuant to such appointment as attorneys-in-fact, the Purchaser and
its designees each will have the power, among other things, (i) to seek to
transfer ownership of such CCPRs on the books and records of Amgen and execute
and deliver any accompanying evidences of transfer and authenticity any of them
may deem necessary or appropriate in connection therewith, (ii) upon receipt by
the Information Agent/Depository (as the tendering Holder's agent) of the
Purchase Price, to be allocated tax credits and tax losses and to receive any
and all distributions declared or made by Amgen on or after September 29, 1999
in respect of the CCPRs tendered by such Holder and accepted for payment by the
Purchaser, regardless of the fact that the record date for any such distribution
may be a date prior to or after the Expiration Date, (iii) the right to transfer
or assign, in whole or from time to time in part, to any third party, the right
to purchase CCPRs tendered pursuant to the Offer, together with its rights under
the Assignment, but any such transfer or assignment will not relieve the
assigned party of its obligations under the Offer or prejudice the right of
tendering Holders to receive payment for CCPRs validly tendered and accepted for
payment pursuant to the Offer, and (iv) to execute and deliver a change of
address form instructing future payments or distributions to which the Purchaser
is entitled pursuant to the terms of the Offer in respect of tendered CCPRs to
the address specified in such form and to endorse any check payable to or upon
the order of such Holder representing a payment or distribution, if any, to
which the Purchaser is entitled pursuant to the terms of the Offer, in each case
on behalf of the tendering Holder. This power of attorney shall not be affected
by the subsequent mental disability of the Holder, and the Purchaser shall not
be required to post bond in any nature in connection with this power of
attorney. The Purchaser may assign such power of attorney to any person with or
without assigning the related CCPRs with respect to which such power of attorney
was granted. If legal title to the CCPRs is held through an IRA or KEOGH or
similar account, the Holder understands that this Assignment must be signed by
the custodian of such IRA or KEOGH account and the Holder hereby authorized and
directs the custodian of such IRA or KEOGH to confirm this Assignment.
By executing and delivering this Assignment, the undersigned represents
that either (a) the Holder is not a plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an entity deemed
<PAGE>
to hold "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101 of any
such plan; or (b) the tender and acceptance of CCPRs pursuant to the Offer will
not result in a non-exempt prohibited transaction under Section 406 or ERISA OR
Section 4975 of the Code.
By executing and delivering this Assignment the undersigned represents
that this transfer has not been effected through an established securities
market or through a broker dealer or matching agent which makes a market in
CCPRs or which provides a widely available, regular and on-going opportunity to
the Holder of CCPRs to sell or exchange their CCPRs through a public means of
obtaining or providing information of offers to buy, sell or exchange CCPRs.
The undersigned recognizes that if proration is required pursuant to
the terms of the Offer, the Purchaser will accept for payment from among those
CCPRs validly tendered and not properly withdrawn on or prior to the Expiration
Date, the maximum number of CCPRs permitted pursuant to the Offer on a pro rata
basis with adjustments to avoid purchases which would violate the terms of the
Offer, based upon the number of CCPRs validly tendered and not properly
withdrawn prior to the Expiration Date.
The undersigned understands that a tender of CCPRs to the Purchaser
will constitute a binding agreement between the undersigned and the Purchaser
upon the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in Section 2 ("Proration;
Acceptance for Payment and Payment for CCPRs") and Section 14 ("Certain
Conditions of the Offer") of the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the CCPRs tendered hereby. In such event,
the undersigned understands that any Assignment for CCPRs not accepted for
payment will be destroyed by the Purchaser. Except as stated in Section 4
("Withdrawal Rights") of the Offer, this tender is irrevocable, provided CCPRs
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date. The undersigned acknowledges that upon acceptance of, and
payment for, tendered CCPRs, the undersigned shall no longer be entitled to any
benefits as a Holder.
By executing and delivering this Assignment, a tendering Holder
confirms that in deciding to tender the CCPRs, the undersigned has not relied
upon any representation (whether oral or written) from the Purchaser, its
management or its representatives or agents. With respect to federal tax and
other economic considerations involved in the decision to tender the CCPRs, the
undersigned is not relying on the Purchaser, its management or its
representatives or agents. The undersigned has carefully considered and has, to
the extent the undersigned believes such discussion necessary, discussed with
the undersigned's professional legal, tax, accounting and financial advisors the
consequences of the disposition of the CCPRs for the undersigned's particular
tax and financial situation.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SIGNATURE BOX - PUBLIC NOTARY
- ---------------------------------------------------------------------------------------------------------
<S> <C>
Please sign exactly as your name is printed on the THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR
front of this assignment. For joint Holders, each CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN
joint Holder must sign. (See Instruction 2.) The THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
signatory hereto hereby certifies under penalties of WITHHOLDING.
perjury that the address as printed or corrected on
the front of this Assignment and the Taxpayer X
Identification Number (i.e., the social security --------------------------------------------------
number) furnished in the blank provided in this (Signature of Holder) (Date)
Signature Box is correct. The Holder hereby
represents and warrants for the benefit of the X
Purchaser that the Holder owns the CCPRs tendered --------------------------------------------------
hereby and has full power and authority to validly Taxpayer Identification Number or Social Security
tender, sell, assign, transfer, convey and deliver Number
the CCPRs tendered hereby and that when the same are (See Instruction 4)
accepted for payment by the Purchaser, the Purchaser
will acquire good, marketable and unencumbered title X
thereto, free and clear of all liens, restrictions, --------------------------------------------------
charges, encumbrances, conditional sales agreements (Signature of Co-Holder) (Date)
or other obligations relating to the sale or transfer
thereof, and such CCPRs will not be subject to any (Title)(1)
adverse claims, and that the transfer and the ------------------------------------------
assignment contemplated herein is in compliance with
all applicable laws, regulations, and with the terms Telephone (Day) ( ) Telephone (Eve) ( )
of this Agreement. All authority herein conferred or ----------- -----------
agreed to be conferred shall survive the death or
incapacity of the Holder and any obligations of the Notary Public Stamp:
Holder shall be binding upon the heirs, personal ----------------------------------
representatives, successors and assigns of the Authorized Signature:
Holder. ------------------------------------------------------
(1) if other than registered holder signing
- ---------------------------------------------------------------------------------------------------------
</TABLE>
TAX CERTIFICATIONS
SUBSTITUTE FORM W-9
(SEE INSTRUCTION 4)
THE PERSON SIGNING THIS ASSIGNMENT HEREBY CERTIFIES THE FOLLOWING TO THE
PURCHASER UNDER PENALTIES OF PERJURY:
(I) THE TAXPAYER IDENTIFICATION NUMBER ("TIN") FURNISHED IN THE SPACE PROVIDED
FOR THAT PURPOSE IN THE SIGNATURE BOX OF THIS ASSIGNMENT IS THE CORRECT TIN OF
THE HOLDER; OR IF THIS BOX / / IS CHECKED, THE HOLDER HAS APPLIED FOR A TIN. IF
THE HOLDER HAS APPLIED FOR A TIN, A TIN HAS NOT BEEN ISSUED TO THE HOLDER, AND
EITHER: (a) THE HOLDER HAS MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TIN
TO THE APPROPRIATE INTERNAL REVENUE SERVICE ("IRS") CENTER OR SOCIAL SECURITY
ADMINISTRATION OFFICE, OR (b) THE HOLDER INTENDS TO MAIL OR DELIVER AN
APPLICATION IN THE NEAR FUTURE, IT IS HEREBY UNDERSTOOD THAT IF THE HOLDER DOES
NOT PROVIDE A TIN TO THE PURCHASER WITHIN SIXTY (60) DAYS, 31% OF ALL REPORTABLE
PAYMENTS MADE TO THE HOLDER THEREAFTER WILL BE WITHHELD UNTIL A TIN IS PROVIDED
TO THE PURCHASER; AND
(II) UNLESS THIS BOX / / IS CHECKED, THE HOLDER IS NOT SUBJECT TO BACKUP
WITHHOLDING EITHER BECAUSE THE HOLDER: (a) IS EXEMPT FROM BACKUP WITHHOLDING,
(b) HAS NOT BEEN NOTIFIED BY THE IRS THAT THE HOLDER IS SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR
(c) HAS BEEN NOTIFIED BY THE IRS THAT SUCH HOLDER IS NO LONGER SUBJECT TO
BACKUP WITHHOLDING.
NOTE: PLACE AND "X" IN THE BOX IN (ii) ABOVE, ONLY IF YOU ARE UNABLE TO CERTIFY
THAT THE HOLDER IS NOT SUBJECT TO BACKUP WITHHOLDING.
PLEASE CAREFULLY READ THE FOLLOWING INSTRUCTIONS FOR THIS ASSIGNMENT
FOR INFORMATION CALL (800) 322-2885
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
- -------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW
YORK CITY TIME, ON OCTOBER 29, 1999 (THE "EXPIRATION DATE") UNLESS SUCH OFFER IS
EXTENDED.
1. DELIVERY OF ASSIGNMENT. For convenience in responding to the Offer, a
pre-addressed, postage-paid envelope has been enclosed with the Offer to
Purchase. HOWEVER, TO ENSURE RECEIPT OF THE ASSIGNMENT IT IS SUGGESTED THAT
YOU USE OVERNIGHT COURIER DELIVERY OR, IF THE ASSIGNMENT IS TO BE DELIVERED
BY UNITED STATES MAIL, THAT YOU USE CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED.
TENDER REQUIREMENTS. To be validly tendered, a duly completed and fully
executed Assignment, and any other required documents, must be RECEIVED by
the Information Agent/Depositary at the address set forth below before the
Expiration Date, unless extended. In order to be accepted for purchase, the
applicable boxes on the front of the Assignment should be completed.
NUMBER OF CCPRs TENDERED. The number of CCPRs owned MUST be entered into
the box marked "No. of CCPRs Owned. If tendering ALL CCPRs owned, check the
box "ALL". If tendering LESS THAN ALL CCPRs owned, enter the number being
tendered in the box "Less than All". Assignments which have been duly
executed, but where no indication is marked in the "Number of CCPRs
Tendered" space, shall be deemed to have tendered all CCPRs pursuant to the
Offer.
BY MAIL, COURIER OR MACKENZIE PARTNERS
HAND DELIVERY 156 Fifth Avenue
New York, NY 10010
FOR ADDITIONAL INFORMATION CALL: (800) 322-2885
CCPRs SHOULD NOT BE HELD IN BROKERAGE ACCOUNTS. All CCPRs are registered in
the name of the undersigned Holder (or Custodian for the undersigned
Holder, if a retirement account). IN ORDER TO ACCEPT THE OFFER AND TENDER
CCPRs, THE ASSIGNMENT SHOULD BE COMPLETED ONLY BY THE HOLDER(S) LISTED ON
THE FRONT OF THE ASSIGNMENT AND RETURNED DIRECTLY TO THE INFORMATION
AGENT/DEPOSITARY AT THE ADDRESS LISTED ABOVE. Therefore, the Assignment
need not be submitted through a broker or brokerage firm.
THE METHOD OF DELIVERY OF THE ASSIGNMENT AND ALL OTHER REQUIRED DOCUMENTS
IS AT THE OPTION AND RISK OF THE TENDERING HOLDER AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE INFORMATION
AGENT/DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY.
2. SIGNATURE REQUIREMENTS.
INDIVIDUAL AND JOINT OWNERS. After carefully reading and completing the
Assignment, in order to tender CCPRs, Holders must sign at the "X" in the
SIGNATURE BOX of the Assignment. The signature(s) must correspond exactly
with the name printed (or corrected) on the front of the Assignment,
without any change whatsoever. IF ANY CCPRs ARE REGISTERED IN THE NAMES OF
TWO OR MORE JOINT HOLDERS, ALL SUCH HOLDERS MUST SIGN THE ASSIGNMENT.
CUSTODIANS, TRUSTEES, CORPORATIONS AND FIDUCIARIES. Custodian(s) and/or
trustee(s) (if the CCPRs are held in an IRA, KEOGH, pension or similar
account), or executors, administrators, guardians, attorneys-in-fact,
officers of a corporation, authorized partner of a partnership or other
persons acting in a fiduciary or representative capacity must sign at the
"X" in the SIGNATURE BOX and must submit proper evidence satisfactory to
the Purchaser of their authority to so act. (See Instruction 3 herein).
PUBLIC NOTARY. ALL SIGNATURES ON THE LETTER OF TRANSMITTAL MUST BE
NOTARIZED BY A PUBLIC NOTARY.
3. DOCUMENTATION REQUIREMENTS. In addition to information required to be
completed on the Assignment, additional documentation may be required by
the Purchaser under certain circumstances, BUT NOT LIMITED TO THOSE BELOW.
Questions on documentation should be directed to MacKenzie Partners at
(800) 322-2885.
<TABLE>
<S> <C>
DECEASED OWNER (JOINT TENANT) - Certified Copy of Death Certificate.
DECEASED OWNER (OTHERS) - Certified Copy of Death Certificate.
(SEE ALSO EXECUTOR/ADMINISTRATOR/GUARDIAN).
EXECUTOR/ADMINISTRATOR/GUARDIAN - Certified Copies of Court Appointment Documents for Executor
or Administrator dated within 60 days; and
(i) A copy of applicable provisions of
the Will (Title Page, Executor(s)
powers, asset distribution);
OR
(ii) Certified copy of Estate
distribution documents.
<PAGE>
<S> <C>
ATTORNEY-IN-FACT - Current Power of Attorney.
CORPORATIONS/PARTNERSHIPS - Certified copy of Corporate Resolution(s),
(with raised corporate seal), or other
evidence of authority to act. Partnerships
should furnish copy of Partnership
Agreement.
TRUST/PENSION PLAN - Copy of cover page of the Trust or Pension
Plan, along with copy of the section(s)
setting forth names and powers of Trustee(s)
and any amendments to such sections or
appointment of Successor Trustee(s).
</TABLE>
4. TAX CERTIFICATIONS. Holders tendering CCPRs to the Purchaser pursuant to
the Offer must certify correctness of the address as printed or corrected
on the front of the Assignment and his, her or its Taxpayer Identification
Number ("TIN") as inserted in the Signature Box.
SUBSTITUTE FORM W-9.
PART (I), TAXPAYER IDENTIFICATION NUMBER - The persons signing this
Assignment must provide to the Purchaser the Holder's correct TIN and
certify its correctness as inserted in the Signature Box, under penalties
of perjury. If a correct TIN is not provided, penalties may be imposed by
the Internal Revenue Service ("IRS"), in addition to the Holder's being
subject to Backup Withholding.
PART (II), BACKUP WITHHOLDING - in order to avoid 31% federal income tax
Backup Withholding, the person signing this Assignment must certify, under
penalties of perjury, that such Holder is not subject to Backup
Withholding. Certain Holders (including, among others, all Corporations and
certain exempt non-profit organizations) are not subject to Backup
Withholding. Backup Withholding is not an additional tax. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
DO NOT CHECK THE BOX IN THE SUBSTITUTE FORM W-9 PART (ii), UNLESS YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING.
When Determining the TIN to Be Furnished, Please Refer to the Following
NOTE as a Guideline:
INDIVIDUAL ACCOUNTS should reflect the TIN. JOINT ACCOUNTS should reflect
the TIN of the person whose name appears first. TRUST ACCOUNTS should
reflect the TIN assigned to the Trust. IRA CUSTODIAL ACCOUNTS should
reflect the TIN of the custodian (not necessary to obtain). CUSTODIAL
ACCOUNTS FOR THE BENEFIT OF MINORS should reflect the TIN of the minor.
CORPORATIONS OR OTHER BUSINESS ENTITIES should reflect the TIN assigned to
that entity.
5. VALIDITY OF ASSIGNMENT. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of an Assignment will be
determined by the Purchaser and such determination will be final and
binding. The Assignment will not be valid until any irregularities have
been cured or waived. Neither the Purchaser nor MacKenzie Partners is under
any duty to give notification of defects in an Assignment and neither will
incur liability for failure to give such notification.
6. CONDITIONAL TENDERS. No alternative, conditional or contingent tenders will
be accepted.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EACH HOLDER IS URGED TO READ CAREFULLY THE ENTIRE OFFER TO PURCHASE, THE
ASSIGNMENT AND RELATED DOCUMENTS BEFORE MAKING A DECISION TO TENDER.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT (A)(3)
PHARMAINVEST, L.L.C.
September 29, 1999
OFFER TO PURCHASE AT $220,000 PER CCPR IN CASH
Dear CCPR Holder:
PharmaInvest, L.L.C., a Delaware limited liability company (the "Purchaser"), is
offering to purchase up to 100 outstanding contractual contingent payment rights
arising from the purchase of Class A Interests of Amgen Clinical Partners, L.P.
(the "CCPRs"), for cash consideration per CCPR of $220,000 (the "Purchase
Price") upon the terms and subject to the conditions set forth in this Offer to
Purchase and the related Letter of Transmittal (which, together with any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). This Offer is made to all current holders of CCPRs (each a "Holder").
IT IS IMPORTANT THAT YOU READ THE ENCLOSED MATERIAL CAREFULLY IN ORDER TO
EVALUATE THE OFFER.
RISK FACTORS
Before tendering, Holders are urged to consider the following risk factors in
addition to the information previously provided:
- - Although Purchaser cannot predict the future value of the CCPRs, the
Purchase Price could differ significantly from the proceeds that would be
realized by holding the CCPRs for the entire life of the expected payment
stream.
- - Purchaser is making the Offer with a view to making a profit. Accordingly,
there may be a conflict between the desire of Purchaser to acquire the
CCPRs at the Purchase Price and the ultimate value of the CCPRs at the end
of the applicable payment stream. There can be no assurance that the
Purchase Price will exceed or fall below such ultimate value.
- - The actual value that a Holder may realize by retaining CCPRs and not
tendering in the Offer may exceed the Purchase Price. The Purchase Price
may not fully reflect the present value of future sales of Neupogen.
Purchaser's determination of the Purchase Price is in part based on
assumptions that may or may not prove to be true.
- - No independent person has been retained by Purchaser or any of its
affiliates to value or make any appraisal of the CCPRs or to render any
opinion with respect to the fairness of the Purchase Price and no
representation is made with respect to the fairness of the Purchase Price.
- - Purchaser believes that there is a limited market for resale of the CCPRs.
While the Offer represents an opportunity for any holder of CCPRs to obtain
liquidity, there can be no assurance that in the future a market will not
develop or that another party will not make an offer for the CCPRs.
Purchaser has no reason to believe that any such market will develop.
Purchaser has no current plans itself to make another tender offer for the
CCPRs.
A Holder may wish to tender CCPRs for a number of reasons:
- - OPPORTUNITY FOR LIQUIDITY. The Offer provides you an opportunity to
liquidate your investment without transaction costs or commissions.
Although there are some limited resale mechanisms available, there is no
formal trading market for the CCPRs and there can be no assurance that one
will develop.
- - POSSIBLE TAX BENEFIT. A substantial portion of the Purchase Price should be
treated as a capital gain to the extent that the Purchase Price exceeds
your basis. For individuals, trusts, and estates, a capital gain
attributable to property held for more than 12 months is generally taxed at
a rate of 20%. PURCHASER IS
<PAGE>
NOT EXPRESSING AN OPINION AS TO THE TAX CONSEQUENCES OF TENDERING CCPRS.
INVESTORS ARE STRONGLY ADVISED TO CONSULT THEIR TAX ADVISORS WITH RESPECT
TO THE TAX CONSEQUENCES OF ACCEPTING THE OFFER.
- - ANTICIPATED SLOWER GROWTH IN NEUPOGEN SALES. Sales of Neupogen grew rapidly
following the product's launch in 1991, reaching $1.12 billion in 1998. As
a mature product, Neupogen sales growth has slowed and is expected to
remain slow as evidenced by Amgen's June 30, 1999 Form 10-Q, "....cost
containment pressures in the U.S. health care marketplace have limited
growth in domestic Neupogen sales. These pressures are expected to continue
to influence growth for the foreseeable future. The growth of the colony
stimulating factor ("CSF") market in the European Union ("EU") in which
Neupogen competes has remained essentially flat, principally due to EU
government pressures on physician prescribing practices in response to
ongoing government initiatives to reduce health care expenditures.
Additionally, the Company faces competition from another granulocyte CSF
product. Amgen's CSF market share in the EU has remained relatively
constant over the last few years, however, the Company expects that the
competitive intensity may increase in the near future."
- - POTENTIAL COMPETITIVE THREAT IN THE U.S., NEUPOGEN'S MAIN MARKET, FROM
TRANSKARVOTIC THERAPIES ("TKT") AND HOECHST. The U.S. market accounts for
approximately 75% of Neupogen sales made by Amgen, a market in which there
has been no competition. TKT is developing a gene activation technology to
manufacture recombinant human proteins which may enable it to produce
recombinant human proteins, including Neupogen, without infringing Amgen's
patents. Amgen and TKT have filed suits against each other with respect to
erythropoietin ("EPO"), an Amgen product which has been targeted by TKT as
its first product.
- - VALUE OF THE CCPRS DEPENDENT ON ONE PRODUCT. The value of the CCPRs depends
exclusively on your right to receive cash payments based on the future
sales of Neupogen. Accordingly, any factor that adversely affects sales of
Neupogen could adversely affect the amount of the cash payments on CCPRs.
- - CURRENT REALIZATION OF VALUE OF CCPRS. Quarterly payments on the CCPRs will
cease after the payment related to Neupogen sales in the fourth quarter of
2005, after which you will no longer be entitled to receive payments. The
Offer provides an opportunity for you to realize your investment in CCPRs
currently. In the alternative, you may need to wait an additional 6.5 years
to realize the full value of your CCPR.
- - ESTATE PLANNING PURPOSES. The sale of a CCPR in connection with this Offer
provides current cash proceeds.
PhartmaInvest is engaged in a long-term investment program to create a
diversified portfolio of assets that derive cash flow from the sales of
biotechnology and pharmaceutical drugs. PharmaInvest's financial structure and
strategic plan are geared to address risk factors such as illiquidity, single
product-risk, competition, and other factors which affect the value of assets
such as the CCPR, and its financial returns are largely dependent on the success
of its overall program, rather than any individual investment.
Please review the enclosed Offer to Purchase carefully. As this Offer
is available for a limited period of time, we urge you to tender your CCPRs
promptly by completing and signing page 2 of the Letter of Transmittal and
returning the Letter of Transmittal in the enclosed postage-paid envelope or by
facsimile to the information agent. The Offer will expire at 12:00 midnight, New
York City time, October 29, 1999. If you have any questions or need assistance,
please call MacKenzie Partners at (800) 322-2885, or call PharmaInvest, L.L.C.
at (800) 600-1450.
Sincerely,
Pharmalnvest, L.L.C.
<PAGE>
EXHIBIT (A)(4)
PharmaInvest, L.L.C. Announces Tender Offer
NEW YORK, NY (Business Wire) - Sept. 29, 1999 - PharmaInvest, L.L.C.
announced it has commenced a tender offer for up to 100 contractual contingent
payment rights arising from the purchase of Class A Interests of Amgen Clinical
Partners, L.P. (the "CCPRs"). Details of the tender offer have been filed with
the U.S. Securities and Exchange Commission and have been mailed to holders of
the CCPRs. PharmaInvest will pay $220,000 for each CCPR.
The tender offer will expire October 29, 1999, unless extended.
Copies of the tender offer materials can be obtained from MacKenzie
Partners, Inc. at (800) 322-2885.
CONTACT: MacKenzie Partners, Inc.
Larry Dennedy
Bob Marese
PharmaInvest, L.L.C.
Mike Herman
(800) 600-1450
