Exhibit 99.1
April 29, 2002
Board of Directors
Immunex Corporation
00 Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Members of the Board of Directors:
Immunex Corporation (the "Company"), Amgen Inc. (the
"Acquiror") and AMS Acquisition Inc., a wholly owned subsidiary of the
Acquiror (the "Acquisition Sub"), have entered into an Amended and Restated
Agreement and Plan of Merger dated as of December 16, 2001 (the
"Agreement") pursuant to which the Acquisition Sub will be merged with and
into the Company (the "Merger"). Upon consummation of the Merger, each
outstanding share of common stock, par value $0.01 per share, of the
Company (the "Company Common Stock") will be converted into the right to
receive (i) 0.440 of a share of common stock (the "Acquiror Common Stock"),
par value $0.0001 per share, of the Acquiror (the "Common Stock
Consideration") and (ii) $4.50 in cash (the "Cash Consideration," and
together with the Common Stock Consideration, the "Merger Consideration").
Simultaneously with the Agreement, (i) American Home Products Corporation,
the Company's principal shareholder ("AHP") and the Acquiror have entered
into a voting agreement (the "Voting Agreement") pursuant to which AHP
agrees, among other things, to vote its shares in favor of the Merger, and
a stockholders' rights agreement (the "Stockholders' Rights Agreement") and
(ii) the Company, AHP and the other parties thereto have entered into an
agreement regarding certain governance and commercial matters (the
"Agreement Regarding Governance and Commercial Matters").
You have asked us whether, in our opinion, the Merger
Consideration to be received by the holders of the shares of Company Common
Stock in the Merger is fair to such holders from a financial point of view.
In arriving at the opinion set forth below, we have,
among other things:
1. Reviewed certain publicly available business and
financial information relating to the Company and
the Acquiror;
2. Reviewed certain information with respect to the
Acquiror, including financial forecasts, relating
to the business, earnings, cash flow, assets and
prospects of the Acquiror, furnished to us by the
Acquiror;
3. Reviewed certain information with respect to the
Company, including financial forecasts, relating to
the business, earnings, cash flow, assets and
prospects of the Company, furnished to us by the
Company;
4. Conducted discussions with members of senior
management of the Company and the Acquiror
concerning their respective businesses and
prospects before and after giving effect to the
Merger and the potential synergies expected to
result from the Merger;
5. Reviewed the historical market prices, trading
activity and valuation multiples for the Company
Common Stock and the Acquiror Common Stock and
compared them with that of certain publicly traded
companies which we deemed to be reasonably similar
to the Company and the Acquiror, respectively;
6. Compared the results of operations of the Company
and the Acquiror with those of certain companies
which we deemed to be reasonably similar to the
Company and the Acquiror, respectively;
7. Compared the proposed financial terms of the
transactions contemplated by the Agreement with the
financial terms of certain other mergers and
acquisitions which we deemed to be relevant;
8. Reviewed the potential pro forma impact of the
Merger;
9. Reviewed the Agreement, the Voting Agreement, the
Stockholders' Rights Agreement and the Agreement
Regarding Governance and Commercial Matters; and
10. Reviewed such other financial studies and analyses
and performed such other investigations and took
into account such other matters as we deemed
necessary, including our assessment of general
economic, market and monetary conditions.
In preparing our opinion, we have assumed and relied on
the accuracy and completeness of all information supplied or otherwise made
available to us by the Company and the Acquiror, and we have not assumed
any responsibility to independently verify such information or undertaken
an independent appraisal of any of the assets and liabilities of the
Company or Acquiror or been furnished with any such evaluation or
appraisal. In addition, we have not assumed any obligation to conduct any
physical inspection of the properties or facilities of the Company or the
Acquiror. With respect to the financial forecasts furnished to or discussed
with us by the Company and the Acquiror, we have assumed that they have
been reasonably prepared and reflect the best currently available estimates
and judgment of the Company's and the Acquiror's management as to the
expected future financial performance of the Company and the Acquiror, as
the case may be. We have further assumed that the Merger will qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended and that all conditions to the Merger will be
satisfied.
Our opinion is necessarily based upon market, economic
and other conditions as they exist and can be evaluated on, and on the
information made available to us as of, the date hereof. We have assumed
that in the course of obtaining the necessary regulatory or other consents
or approvals (contractual or otherwise) for the consummation of the Merger,
no restrictions, including divestiture requirements or amendments or
modifications, will be imposed that will have a material adverse effect on
the contemplated benefits of the Merger.
In connection with the preparation of this opinion, we
have not been authorized by the Company or the Board of Directors to
solicit, and have not solicited, third party indications of interest for
acquisition of all or any part of the Company.
We are acting as financial advisor to the Company in
connection with the Merger and will receive a fee from the Company for our
services, a significant portion of which is contingent upon the
consummation of the Merger. In addition, the Company has agreed to
indemnify us for certain liabilities arising out of our engagement. We
have, in the past, provided financial advisory and financing services to
the Company and the Acquiror and may continue to do so and have received,
and may receive, fees for the rendering of such services. In addition, in
the ordinary course of our business, we may actively trade the Company
Common Stock, as well as the Acquiror Common Stock, for our own account or
for the accounts of customers and, accordingly, may at any time hold a long
or short position in such securities.
This opinion is for the use and benefit of the Board of
Directors of the Company. Our opinion does not address the merits of the
underlying decision by Company to engage in the Merger and does not
constitute a recommendation to any shareholder as to how such shareholder
should vote on the proposed Merger or any matter related thereto.
We are not expressing any opinion herein as to the prices
at which the Company Common Stock and the Acquiror Common Stock will trade
following the announcement or consummation of the Merger.
On the basis of, and subject to the foregoing, we are of
the opinion that the Merger Consideration to be received by the holders of
the shares of Company Common Stock pursuant to the Merger is fair to such
holders from a financial point of view.
Very truly yours,
XXXXXXX LYNCH, XXXXXX, XXXXXX &
XXXXX INCORPORATED
/s/ XXXXXXX XXXXX, XXXXXX, XXXXXX &
XXXXX INCORPORATED
