SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report November 29, 1994
(Date of earliest event reported) (November 17, 1994)
Synergen, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-14439 84-0868248
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File No.) Identification No.)
1885 33rd Street, Boulder, Colorado 80301
Address of principal executive officers (Zip code)
Registrant's telephone number including area code:
(303) 938-6242
<PAGE>
Item 5. Other events.
On November 17, 1994, Synergen, Inc. ("Synergen") and Amgen
Inc. ("Amgen") entered into a definitive agreement through
which Amgen will acquire Synergen. Under the merger
agreement, Amgen will commence a cash tender offer for all
outstanding shares of Synergen common stock for $9.25 per
share. Any shares not purchased in the offer will be
acquired for the same price in cash, in a second-step
merger. (See press release filed as Exhibit 1 to this
report.)
Item 7. Financial Statements and Exhibits
1. Press release dated November 18, 1994 issued jointly by
Amgen Inc. and Synergen, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
SYNERGEN, INC.
November 29, 1994
Kenneth J. Collins
Executive Vice President,
Finance and Administration
<PAGE>
AMGEN NEWS RELEASE
Amgen Contact:
Sarah H. Crampton
Director, Investor Relations,
Corporate Communications
Amgen
(805) 447-1659
Amgen Contact:
David Kaye
Manager
Product Communications
Amgen
(805) 447-6692
Synergen Contact:
Susan Eustes
Director
Investor Relations
Synergen
(303) 938-6242
FOR IMMEDIATE RELEASE
THOUSAND OAKS, Calif., November 18, 1994 -- Amgen and
Synergen today announced that they have entered into a
definitive agreement through which Amgen will acquire
Synergen.
Under the merger agreement, Amgen will commence a cash
tender offer for all outstanding shares of Synergen common
stock for $9.25 per share. Any shares not purchased in the
offer will be acquired for the same price in cash, in a
second-step merger. Synergen currently has approximately
25,900,000 shares outstanding.
In the merger, Amgen will acquire Synergen's product
pipeline, which includes Glial Derived Neurotrophic Factor
(GDNF), Tumor Necrosis Factor binding protein (TNFbp),
Interleukin-1 receptor antagonist (IL-1ra), Nerve Growth
Factor (NGF) and Ciliary Neurotrophic Factor (CNTF). NGF
and CNTF were being developed jointly with Syntex (USA) Inc.
Upon completion of the merger, Amgen will direct one of the
strongest and most diversified inflammation and neurobiology
research programs in the biotechnology industry.
"This acquisition is a unique strategic fit between
Synergen's capabilities and product candidates in
neurobiology and inflammation and Amgen's expanding programs
in these two medically important areas," said Gordon Binder,
Amgen's chairman and chief executive officer.
"The integration of Amgen and Synergen neurobiology and
inflammation research people and product candidates will
expand and accelerate Amgen's programs in these challenging
therapeutic areas. We are particularly enthusiastic about
GDNF, a potential neurobiology product in pre-clinical
studies, and TNFbp, now in clinical trials. We are very
pleased to have entered into this agreement with Synergen."
"Perhaps the most important aspect of this agreement, and
the one that gives me great personal satisfaction, is the
potential opportunity for Amgen to do what it does best,
that is to provide very ill patients with medicines that can
improve both their health and the quality of their lives,"
Binder said.
Gregory Abbott, Synergen's president and chief executive
officer, said, "The merger represents an optimal strategic
solution for Synergen's stockholders and employees, one that
builds on each company's outstanding scientific
capabilities. This combination of highly complementary
research organizations will propel the rapid development of
Synergen's products for treating neurological and
inflammatory diseases."
The proposed acquisition is subject to the purchase of a
majority of the outstanding shares of Synergen common stock
in the tender offer, clearance under the Hart-Scott-Rodino
Anti-trust Improvement Act, and various other conditions.
The offer will begin no later than November 29, 1994 and
will remain open for a minimum of 20 business days. CS
First Boston has been retained to act as dealer/manager of
the tender offer. Morgan Stanley provided financial
advisory services to Synergen's board of directors. Amgen
and Synergen anticipate that the acquisition will be
completed by December 31, 1994.
Amgen anticipates that the acquisition will result in an
immediate one-time after-tax charge to earnings of
approximately $130 million, or $0.93 per share for the year,
primarily associated with the write-off of in-process
research and development and other costs associated with the
acquisition. The acquisition is expected to reduce earnings
by about $0.10 per share in 1995 and by $0.05 in 1996, as a
result of increased research and development expenditures.
Thereafter, the acquisition should be neutral or beneficial
to earnings.
Amgen (NASDAQ:AMGN), the world's largest biotechnology
company, discovers, develops, manufactures and markets human
therapeutics based on advanced cellular and molecular
biology. With 1993 sales of more than $1.3 billion, Amgen
has more than 3,300 staff members and operations in 14
countries.
Synergen (NASDAQ:SYGN) is a biotechnology company in
Boulder, Colorado engaged in the discovery, development and
manufacture of protein-based pharmaceuticals. The company's
research has been primarily concentrated in inflammation and
neurobiology.
