Amgen Board Changes Anti-Takeover Measures

Amgen Inc. in Thousand Oaks said its directors changed the anti-takeover shareholders’ rights plan to further restrict any takeover threat from unwanted suitors.

The change in the plan was not in response to any actual proposal to buy Amgen, but was intended to curb “abusive takeover tactics,” the biotechnology company said. Most major companies have similar plans--commonly called “poison pills”--that are aimed at making hostile takeovers prohibitively expensive for the bidder.

The main feature of the plan is that Amgen’s stockholders receive rights under which, should an unwelcome bidder acquire a certain amount of Amgen’s stock, provisions are triggered enabling the stockholders to buy additional stock of Amgen at half the market price. Amgen lowered the threshold that triggers the plan to 15% of its total shares from 20%.

Amgen’s board also eliminated a provision that, in certain situations, permitted the rights to be effectively nullified by stockholders without the approval of the board.

Also, the board eliminated an exception whereby the portion of the plan enabling Amgen stockholders to buy shares for half price would have been void in the event that at least 80% of Amgen’s stock was acquired through an all-cash, all-shares tender offer.