Amgen Inc. (NasdaqGS:AMGN) entered into an agreement to acquire Five Prime Therapeutics, Inc. (NasdaqGS:FPRX) for $1.8 billion on March 4, 2021. Under the terms of the merger agreement, Amgen will commence a tender offer to acquire all of the outstanding shares of Five Prime's common stock for $38 per share in cash, representing an equity value of approximately $1.9 billion. Following the completion of the tender offer, shares of Five Prime that have not been tendered and purchased in the tender offer will be converted into the right to receive the same price per share in cash as paid in the tender offer. As of March 18, 2021, Amgen commenced the tender offer to acquire all of the outstanding shares Five Prime Therapeutics. In case of termination of the transaction, Five Prime will pay a termination fee of $76 million.

The transaction is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Five Prime's common stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and Amgen shall have accepted for payment all of the Shares validly tendered pursuant to the Offer and not withdrawn. The Boards of Directors of both companies have approved the transaction. On April 5, 2021, the required 15-day waiting period under the HSR Act with respect to the offer and the merger expired. The transaction is expected to close by the end of the second quarter of 2021. The Goldman Sachs Group, Inc. (NYSE:GS) acted as financial advisor to Amgen and Frank Aquila, Nader Mousavi, Heather Coleman and Ron Creamer of Sullivan & Cromwell LLP acted as its legal advisors. Lazard acted as financial advisor and fairness opinion provider to Five Prime and Jamie Leigh, Ian Nussbaum, Laura Berezin, Jaime Chase, Wendy Brenner, Natasha Leskovsek, Howard Morse and Barbara Mirza of Cooley LLP acted as its legal advisors. Graham Robinson and Ann Beth Stebbins of Skadden, Arps, Slate, Meagher & Flom LLP advised Lazard Frères & Co. LLC in the deal. Five Prime has agreed to pay Lazard a transaction fee of $33.8 million, payable upon the consummation of the Offer and the Merger, of which $2 million became payable upon delivery of the fairness opinion.

Amgen Inc. (NasdaqGS:AMGN) completed the acquisition of Five Prime Therapeutics, Inc. (NasdaqGS:FPRX) on April 16, 2021. The purchase price was funded with cash on hand. A total of 40.4 million shares, representing approximately 87.8% of the outstanding shares of Five Prime Therapeutics had been validly tendered pursuant to the offer. Accordingly, The condition to the tender offer that at least one share more than 50% of Five Prime's issued and outstanding shares be validly tendered and not properly withdrawn prior to the expiration of the tender offer has been satisfied. As a result, Amgen has accepted for payment all such validly tendered shares and will promptly (and in any event within two business days) pay for all such validly tendered shares. Five Prime Therapeutics will operate as a wholly owned subsidiary of Amgen. In connection with the merger, each of Thomas Civik, Peder K. Jensen, Lori Lyons- Williams, Franklin M. Berger, William R. Ringo, Kapil Dhingra, Garry Nicholson and Carol Schafer resigned as a member of the Board of Directors of Five Prime and from all committees of the Board on which such Director served. In addition, in connection with the Merger, all of Five Prime's executive officers ceased to be officers of Five Prime,