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
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
  1. 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.
  2. 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.
  3. 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.
  4. 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.