[AHP Logo] [Immunex Logo]
FOR IMMEDIATE RELEASE
American Home Products Corporation Immunex Corporation
Media Contact: Media Contact:
Lowell Weiner Tim Warner
(973) 660-5013 (206) 470-4193
Investor Contact: Investor Contact:
Thomas Cavanagh Mark Leahy
(973) 660-5706 (206) 389-4363
AHP AND IMMUNEX TAKE ACTIONS
TO SUPPORT CONTINUED GROWTH OF IMMUNEX
Madison, N.J. and Seattle, WA, August 9, 2000 - American Home Products
Corporation (NYSE:AHP) and Immunex Corporation (NASDAQ:IMNX) today announced a
number of actions that have been taken by the two companies. These actions will
support Immunex in executing its long-term growth strategy and are intended to
enable AHP to monetize a portion of its highly successful investment in the
biotech company while continuing to be a major participant in the future
development and growth of Immunex.
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Immunex today has filed a shelf registration statement that would allow
Immunex to sell up to 20 million shares of newly-issued Immunex common stock in
a primary offering and AHP to sell up to 50 million shares of Immunex common
stock in a secondary offering, market conditions permitting.
The combined effect of the equity offering, if and when executed, is
expected to reduce AHP's ownership stake in Immunex from approximately 55% to
approximately 43%. If AHP's ownership falls below 45%, AHP will retain two of
its three seats on the Immunex board and AHP and Immunex have agreed in such
event to increase the number of independent directors from three to four.
Key elements of the new business arrangements between AHP and Immunex
include the future sale by AHP to Immunex of AHP's recently acquired biotech
manufacturing facility in Rhode Island, which as previously disclosed is being
retrofitted to increase manufacturing capacity of ENBREL(R) (etanercept). In
addition, AHP has agreed to provide Immunex with financing guarantees to third
party lenders of up to $550 million toward the cost of Immunex's proposed new
research and technology center in Seattle. Finally, AHP agreed to convert its
existing $450 million convertible subordinated Immunex note into Immunex
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common stock concurrently with the financing guarantees. All existing
licensing and marketing rights to ENBREL between the two companies remain
unchanged. "We are pleased to have reached such a mutually beneficial
arrangement with Immunex," said John R. Stafford, AHP's Chairman and Chief
Executive Officer. "Immunex will be able to continue its growth strategy and
increase its research and manufacturing capabilities, while AHP is able to
realize a portion of our investment. We will continue to have a very important
business relationship with Immunex and will remain its largest shareholder,"
added Mr. Stafford. "Our new arrangement with AHP increases our operational
flexibility and positions Immunex very well financially for continued growth,"
said Ed Fritzky, Immunex chairman and CEO. "This marks an evolution in our
relationship with AHP from one of a majority-owned entity to business partner."
American Home Products Corporation is one of the world's largest
research-based pharmaceutical and health care products companies. It is a leader
in the discovery, development, manufacturing and marketing of prescription drugs
and over-the-counter medications. It is also a leader in vaccines, biotechnology
and animal health care.
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Immunex Corporation is a biopharmaceutical company dedicated to improving
lives through immune system science innovations. The statements in this press
release that are not historical facts are forward-looking statements that
involve risks and uncertainties including, without limitation, risks associated
with the inherent uncertainty of pharmaceutical research, product development,
product regulatory approval and compliance, product commercialization, reliance
on third party manufacturers, the impact of competitive products, patent issues
and other risks or uncertainties, including those detailed from time to time in
AHP's and Immunex's periodic reports, including quarterly reports on Form 10-Q
and the annual report on Form 10-K, filed with the Securities and Exchange
Commission. Actual results may differ from forward-looking statements.
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