Odd Lot Index

AMGEN INC AMGN

Terms unclear

Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
StatusClosed
Closing date2011-12-07
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdYes
Must tick the odd-lot box on the formYes
Price offeredUSD $54.00 to $60.00 per share
Most an odd-lot tender could be$5,346.00 to $5,940.00

Where each of these comes from

Every line above was read out of the filing. Here is the wording it was read from, so you can check it.

election_required = True...ders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares. Stockholders who hold Shares through nominees are urged to consult their no...
expiry = 2011-12-07...NC. Up to $5 Billion in Value of Shares of Its Common Stock At a Cash Purchase Price Not Greater than $60.00 per Share Nor Less than $54.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 7, 2011, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”) Amgen Inc., a Delaware corporation (the “Company,” “Amgen,” “we,” “us” or “our”), invites our stockholders to tender up to $5 billion in val...
listed = True...and outstanding Shares as of November 7, 2011. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS, INCLUDING THE FINANCING CONDITION. SEE SECTION 7. The Shares are listed and traded on the NASDAQ Global Select Market under the symbol “AMGN.” On November 4, 2011, the last full trading day prior to the announcement of the Offer, the last reported sale price of the Shares was $55.17 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase pric...
mechanism = DUTCH...than 2% of the outstanding Shares without amending or extending the Offer. See Section 1. Table of Contents What will the purchase price for the Shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $54.00 to $60.00 per Share. We will select the single lowest purchase price, not greater than $60.00 nor less than $54.00 per Share, that will allow us to purchase $5 billio...
mechanism = DUTCH...ne Amgen Center Drive Thousand Oaks, CA 91320-1799 Telephone (805) 447-1000 Fax (805) 499-3507 www.Amgen.com AMGEN ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER THOUSAND OAKS, Calif. (Dec. 14, 2011) – Amgen (NASDAQ:AMGN) today announced the final results of its modified Dutch auction tender offer, which expired at 12:00 midnight, New York City time, on Wednesday, Dec. 7, 2011. Amgen has accepted for purchase 83,333,333 shares of its common stock at a price of $60.00 per share, for an aggregate cost of approximately $5 billion, excluding fees and expenses relating to the tender offer. These shares represent approximat...
must_tender_all = True...r of Transmittal. Tendering stockholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares....
price = USD 54.0-60.0...commonly called a modified “Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $54.00 to $60.00 per Share. We will select the single lowest purchase price, not greater than $60.00 nor less than $54.00 per Share, that will allow us to purchase $5 billion in value of Shares at such price, based on the number of Shar...
threshold = 100...ing provisions will apply to the greater value. Odd Lots. For purposes of the Offer, the term “odd lots” means all Shares properly tendered at prices at or below the Final Purchase Price held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 Shares which we refer to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of 4 Table of Contents Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3....
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 d248151dex99a1i.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(i) Offer to Purchase by AMGEN INC. Up to $5 Billion in Value of Shares of Its Common Stock At a Cash Purchase Price Not Greater than $60.00 per Share Nor Less than $54.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WED...
txn_type = TENDER_OFFER...v.htm PRESS RELEASE DATED DECEMBER 14, 2011 Press Release dated December 14, 2011 Exhibit (a)(5)(v) News Release One Amgen Center Drive Thousand Oaks, CA 91320-1799 Telephone (805) 447-1000 Fax (805) 499-3507 www.Amgen.com AMGEN ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER THOUSAND OAKS, Calif. (Dec. 14, 2011) – Amgen (NASDAQ:AMGN) today announced the final results of its modified Dutch auction tender offer, which expired at 12:00 midnight, New York City time, on Wednesday, Dec. 7, 2011. Amgen has accepted for purchase 83,333,333 shares of its common stock at a price of $60.00 per share, for an aggregate c...

The filings

FiledFormRoleOn EDGAR
2011-11-08SC TO-Ioriginal (governing)View
2011-12-14SC TO-I/AamendmentView