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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JANUARY 6, 1995
DATE OF EARLIEST EVENT REPORTED: DECEMBER 22, 1994
SYNERGEN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-14339 84-0868248
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION
OF INCORPORATION) NO.)
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1885 33RD STREET
BOULDER, COLORADO 80301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
(303) 938-6200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to the Agreement and Plan of Merger dated as of November 17, 1994
(the "Merger Agreement"), among Amgen Inc., a Delaware corporation ("Parent"),
Amgen Acquisition Subsidiary, Inc., a Delaware corporation ("Purchaser"), and
Synergen, Inc., a Delaware corporation (the "Registrant"), on December 22, 1994,
Purchaser acquired through a tender offer (the "Offer"), 23,865,339 shares of
Common Stock, par value $.01 per share, including the associated preferred stock
purchase rights, of the Registrant (the "Shares") for $9.25 per Share in cash,
for an aggregate consideration of $220,754,385.75. The Shares acquired by
Purchaser through the Offer constitute approximately 91% of the outstanding
Shares.
Purchaser, a direct wholly owned subsidiary of Parent, acquired the Shares
through the Offer with existing cash reserves of Parent.
Pursuant to the Merger Agreement, Purchaser merged with and into the
Registrant (the "Merger") on December 29, 1994 (the "Effective Date"). All
Shares outstanding immediately prior to the Effective Date (other than Shares
owned by Purchaser, Parent or the Registrant, or any of their respective
subsidiaries, or Shares held by any holder who becomes entitled to the payment
of the fair value of his Shares under the General Corporation Law of the State
of Delaware (the "Delaware Law") in connection with the Merger ("Dissenting
Shares")) have been cancelled and extinguished, and converted into the right to
receive $9.25 per Share in cash. Shares owned by Purchaser, Parent or the
Registrant, or any of their respective subsidiaries, have been cancelled and
retired, and no payment has been, or will be, made with respect thereto. The
holders of Dissenting Shares, if any, will be entitled to payment for such
Shares only to the extent permitted by and in accordance with Section 262 of the
Delaware Law. As a result of the Merger, Parent now owns the entire equity
interest in the Registrant.
Pursuant to the Merger Agreement, the Board of Directors of the Registrant
has been replaced with the following directors of Purchaser: Dr. N. Kirby Alton,
Robert S. Attiyeh, Dr. Michael Bevilacqua, Dr. George Morstyn, Dr. Daniel Vapnek
and Thomas E. Workman, Jr. As of the Effective Date, the new Board of Directors
of the Registrant has removed and replaced all pre-Merger officers of the
Registrant with the following officers of Parent, for the positions indicated:
Dr. N. Kirby Alton -- Senior Vice President, Development, Robert S.
Attiyeh -- Senior Vice President, Finance and Corporate Development, Dr. Michael
Bevilacqua -- Vice President, Inflammation and Medicinal Chemistry, Gordon M.
Binder -- Chief Executive Officer, Kevin W. Sharer -- President and Chief
Operating Officer, Dr. Daniel Vapnek -- Senior Vice President, Research, and
Thomas E. Workman, Jr. -- Vice President, Secretary and General Counsel.
On the Effective Date, the Shares, which had previously traded on the
Nasdaq National Market, were delisted upon the close of trading on the Effective
Date and are no longer publicly traded.
The information set forth in Exhibits 2.1, 99.1 and 99.2 is incorporated
herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
2.1 Agreement and Plan of Merger, dated as of November 17, 1994 among
Parent, Purchaser and the Registrant (Incorporated by reference to
Exhibit 2.(c)(1) to the Schedule 14D-1 filed by Parent and Purchaser
on November 23, 1994).
99.1 Press Release issued by Parent on December 22, 1994 (Incorporated by
reference to Exhibit 99.(a)(16) to the Final Amendment to the
Schedule 14D-1 filed by Parent and Purchaser on December 22, 1994).
99.2 Press Release issued by Parent on December 30, 1994.
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SIGNATURE
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 hereunto duly authorized.
SYNERGEN, INC.
By: /s/ Thomas E. Workman, Jr.
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Vice President, Secretary
and General Counsel
Dated: January 6, 1995
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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2.1 Agreement and Plan of Merger, dated as of November 17, 1994 among
Parent, Purchaser and the Registrant (Incorporated by reference to
Exhibit 2.(c)(1) to the Schedule 14D-1 filed by Parent and Purchaser on
November 23, 1994)......................................................
99.1 Press Release issued by Parent on December 22, 1994 (Incorporated by
reference to Exhibit 99.(a)(16) to the Final Amendment to the Schedule
14D-1 filed by Parent and Purchaser on December 22, 1994)...............
99.2 Press Release issued by Parent on December 30, 1994.....................
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AMGEN COMPLETES ACQUISITION OF
SYNERGEN
Investor Contact: Media Contact:
Sarah H. Crampton David Kaye
Director, Investor Relations and Manager, Product
Corporate Communications Communications
(805) 447-1659 (805) 447-6692
FOR IMMEDIATE RELEASE
Thousand Oaks, Calif., December 30, 1994 -- Amgen today announced that it
had successfully completed the merger of its wholly owned subsidiary, Amgen
Acquisition Subsidiary, Inc., into Synergen, Inc. Pursuant to the merger, each
share of Synergen common stock (other than shares owned by Amgen, Synergen or
any of their respective subsidiaries) that remained outstanding following
completion of Amgen Acquisition Subsidiary's tender offer for Synergen was
converted into the right to receive $9.25 per share in cash. As a result of the
merger, Synergen is now a wholly-owned subsidiary of Amgen.
The merger is the last step in Amgen's previously announced agreement to
acquire Synergen, following Amgen Acquisition Subsidiary's tender offer to
purchase all of the outstanding shares of Synergen common stock for $9.25 per
share. In the tender offer, which expired on December 21, 1994, Amgen
Acquisition Subsidiary acquired approximately 91 percent of the outstanding
shares of common stock of Synergen.
Synergen common stock, which had previously been quoted on the NASDAQ
National Market, will no longer be publicly traded.
Amgen (NASDAQ:AMGN) is a global biotechnology company that discovers,
develops, manufactures and markets human therapeutics based on advanced cellular
and molecular biology.
