SAN DIEGO and SAN FRANCISCO, Aug. 26, 2013 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the acquisition of Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX) ("Onyx") by Amgen Inc. (NASDAQ: AMGN) ("Amgen"). On August 26, 2013, Amgen and Onyx announced that their boards of directors have unanimously approved a transaction under which Amgen will acquire all outstanding shares of Onyx for $125.00 per share in cash. The merger is expected to close at the beginning of the fourth quarter of 2013.
Is the Merger Best for Onyx and Its Shareholders?
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Onyx is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. As an initial matter, fourteen analysts have a target price for Onyx above the $125.00 merger consideration, ranging between $129 - $160. In addition, Onyx traded above the offer price as recently as August 14, 2013, and traded as high as $136.87 on July 8, 2013, closing at $135.80 that same day. It should also be noted that the premium to be gained by shareholders of 6.87% is significantly below that earned by other shareholders in transactions involving companies in the same industry in the past year.On August 8, 2013, Onyx released its second quarter 2013 earnings, revealing that revenue was up 110% from $72.7 million for the comparable period in 2012 to $153 million. Further, the company's reported loss of $53.2 million for the second quarter 2013 was a vast improvement over the net loss of $106.05 million in the year prior. At that time, the company, through its chairman and chief executive officer, Tony Coles, M.D., expressed that several factors "provide a compelling platform for the current and future growth of Onyx," and stated that it was "committed to expanding the label globally" having "a clear strategy to enable a filing in Europe in the second half of 2014" and "becom[ing] an emerging global oncology leader." Given these facts, Robbins Arroyo is examining Onyx's board of directors' decision to sell the company to Amgen now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects, and whether they are seeking to benefit themselves.
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