SEC filings detail Amgen, Onyx negotiations

SEC filings from Amgen Inc. (NASDAQ:AMGN) and Onyx Pharmaceuticals Inc. (NASDAQ:ONXX) outlined the discussions that led to the announcement late last month that Amgen will acquire Onyx for $125 per share in cash, or about $10.4 billion. Among the new details to emerge was that in late July Amgen had upped to $130 its original, unsolicited bid of $120, which Onyx's board rejected. However, Amgen then decreased its bid to $121 in early August after Onyx reported that multiple myeloma (MM) drug Kyprolis carfilzomib had not met the early stopping criteria in the ongoing Phase III FOCUS trial. Onyx countered that it would agree to $126 plus a contingent value right (CVR) tied to data from ongoing trials that Onyx said would value it at more than $130 per share, but Amgen rejected the offer (see BioCentury, Sept. 2).

In another filing, Onyx disclosed that the company's adviser Centerview Partners LLC received interest from four other potential bidders that it contacted, which led to two additional offers. One offer would have resulted in a merger in which Onyx shareholders would receive $35 per share in cash and a 45% stake in the combined company, which the bidder said valued Onyx at $130-$140 per share. A separate non-binding offer of $125-$130 per share was withdrawn in August. ...