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Filing Details

Accession Number:: 0001181431-12-015374
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-03-07 20:41:34
Reporting Period:: 2012-03-06

Filing Date:: 2012-03-07
Accepted Time:: 2012-03-07 20:41:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1131907	Micromet Inc.	MITI	Biological Products, (No Disgnostic Substances) (2836)	522243564

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
318154	Amgen Inc	One Amgen Center Drive Thousand Oaks CA 91320-1799		No	No	Yes	No
1543400	Armstrong Acquisition Corp.	C/O Amgen Inc. One Amgen Center Drive Thousand Oaks CA 91320-1799		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-03-06	2,170,710	$11.00	84,684,189	No	4	P	Indirect	By Armstrong Acquisition Corp.
Common Stock	Acquisiton	2012-03-07	15,951,220	$11.00	100,635,409	No	4	P	Indirect	By Armstrong Acquisition Corp.
Common Stock	Acquisiton	2012-03-07	11,181,711	$11.00	0	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Armstrong Acquisition Corp.
No	4	P	Indirect	By Armstrong Acquisition Corp.
No	4	P	Direct

Footnotes

On March 2, 2012, Armstrong Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of Amgen Inc. ("Amgen"), commenced a subsequent offering period of its tender offer (the "Offer") to acquire all of the outstanding shares of common stock, par value $0.00004 per share (together with the associated preferred share purchase rights, the "Shares") of Micromet, Inc. ("Micromet") at a purchase price of $11.00 per Share in cash (the "Offer Price"). The subsequent offering period expired at 12:00 midnight, New York City time, at the end of March 6, 2012.
Based on the information provided to Amgen by the depositary for the Offer, on March 6, 2012, approximately 1,542,600 Shares subject to guaranteed delivery procedures in the initial offering period, as described in the Offer to Purchase, dated February 2, 2012 (the "Offer to Purchase"), had been validly tendered and accepted for payment and approximately 628,110 Shares had been validly tendered and accepted for payment in the subsequent offering period.
On March 7, 2012, Purchaser exercised its option (the "Top-Up Option") to purchase, at the Offer Price, 15,951,220 Shares (the "Top-Up Shares") from Micromet. The Top-Up Shares, when added to the number of Shares owned by the Purchaser immediately prior to the exercise of the Top-Up Option, resulted in Purchaser owning one Share more than 90% of the Shares of Micromet then outstanding.
On March 7, 2012, following the exercise of the Top-Up Option, Purchaser merged with and into Micromet (the "Merger") under the short-form merger provisions of the General Corporation Law of the State of Delaware, with Micromet continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Amgen. At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time ceased to be issued and outstanding and (other than Shares then owned by Amgen, Micromet or any of their wholly-owned subsidiaries and Shares held by any stockholders who properly demanded appraisal in connection with the Merger) was converted into the right to receive the Offer Price, without interest, less any applicable withholding taxes. At the effective time of the Merger, all outstanding Shares were cancelled and retired and ceased to exist.