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Amgen amends common stock purchase rights agreement.


THOUSAND OAKS Thousand Oaks, residential city (1990 pop. 104,352), Ventura co., S Calif., in a farm area; inc. 1964. Avocados, citrus, vegetables, strawberries, and nursery products are grown. , Calif.--(BUSINESS WIRE)--Feb. 21, 1995--Amgen (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:AMGN) Tuesday announced that its Board of Directors has adopted amendments to its Common Stock Purchase Rights Agreement. The amendments are effective immediately.

The amendment reduces from 15 percent to 10 percent the stock ownership threshold at which the rights "flip-in". Once the "flip-in" provision is triggered, current stockholders have the right to buy Amgen stock at one-half the market price. As amended, the rights, which are not currently exercisable, would become exercisable only if a person or group acquires 10 percent or more of Amgen's stock or announces a tender offer for 10 percent or more of its stock. Currently no stockholder owns more than 5 percent of Amgen's stock.

The second amendment eliminates the Board's authority to redeem the rights once a person or group acquires 10 percent or more of Amgen stock. Therefore, the rights will now become automatically exercisable upon the future acquisition of 10 percent or more of Amgen's stock by any person or group. Prior to the amendment, the rights could be redeemed during the 20 day period following a person or group crossing the relevant threshold.

The Rights Agreement is not being amended in response to any specific effort to acquire control of Amgen. Rather, the amended Rights Agreement is intended to ensure that all Amgen stockholders receive fair and equal treatment in the event of any proposed takeover of Amgen. It also guards against partial tender offers, open market accumulations of 10 percent or more, and other abusive tactics to gain control of Amgen without negotiating with the Board of Directors.

"Although we have received no overtures o·ver·ture  
n.
1. Music
a. An instrumental composition intended especially as an introduction to an extended work, such as an opera or oratorio.

b.
 concerning an acquisition, given the recurrent takeover rumors For other uses, see Rumor (disambiguation).

Rumors is a farcical play by Neil Simon.

At its start, several affluent couples gather in the posh suburban residence of a couple for a dinner party celebrating their tenth anniversary.
 involving Amgen and the recent volatility of the stock caused by such rumors, the Board of Directors believes that the amendments will enhance the ability of the Board to protect stockholder value. The Board of Directors today also reaffirmed its earlier determination that the best way to deliver stockholder value is for Amgen to pursue its long-term business plan as an independent entity," said Gordon M. Binder binder: see combine.


An earlier Microsoft Office workbook file that let users combine related documents from different Office applications. The documents could be viewed, saved, opened, e-mailed and printed as a group.
, chairman of the board and chief executive officer of Amgen.

Amgen is a global biotechnology company that discovers, develops, manufactures and markets human therapeutics therapeutics

Treatment and care to combat disease or alleviate pain or injury. Its tools include drugs, surgery, radiation therapy, mechanical devices, diet, and psychiatry.
 based on advanced cellular and molecular biology molecular biology, scientific study of the molecular basis of life processes, including cellular respiration, excretion, and reproduction. The term molecular biology was coined in 1938 by Warren Weaver, then director of the natural sciences program at the Rockefeller .

CONTACT: Amgen, Thousand Oaks

Sarah H. Crampton, 805/447-1659 (Investor Contact)

David Kaye David V. Hope (born 14 October 1964), known professionaly as David Kaye, is a Canadian actor who is better known and revered for his work as a voice actor. Career , 805/447-6692 (Media Contact)
COPYRIGHT 1995 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1995, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 21, 1995
Words:397
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