Amgen Inc. entered into an agreement to acquire Five Prime Therapeutics, Inc. for $1.8 billion.
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Act of 1976 and Amgen shall have accepted for payment all of the Shares validly tendered pursuant to the Offer and not withdrawn.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.