4//SEC Filing
MICROMET, INC. 4
Accession 0001181431-12-015374
CIK 0001131907operating
Filed
Mar 6, 7:00 PM ET
Accepted
Mar 7, 8:41 PM ET
Size
12.1 KB
Accession
0001181431-12-015374
Insider Transaction Report
Form 4
MICROMET, INC.MITI
AMGEN INC
10% Owner
Transactions
- Purchase
Common Stock
2012-03-07$11.00/sh+15,951,220$175,463,420→ 100,635,409 total(indirect: By Armstrong Acquisition Corp.) - Purchase
Common Stock
2012-03-06$11.00/sh+2,170,710$23,877,810→ 84,684,189 total(indirect: By Armstrong Acquisition Corp.) - Purchase
Common Stock
2012-03-07$11.00/sh+11,181,711$122,998,821→ 0 total
Armstrong Acquisition Corp.
10% Owner
Transactions
- Purchase
Common Stock
2012-03-06$11.00/sh+2,170,710$23,877,810→ 84,684,189 total(indirect: By Armstrong Acquisition Corp.) - Purchase
Common Stock
2012-03-07$11.00/sh+15,951,220$175,463,420→ 100,635,409 total(indirect: By Armstrong Acquisition Corp.) - Purchase
Common Stock
2012-03-07$11.00/sh+11,181,711$122,998,821→ 0 total
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
Documents
Issuer
MICROMET, INC.
CIK 0001131907
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001131907
Filing Metadata
- Form type
- 4
- Filed
- Mar 6, 7:00 PM ET
- Accepted
- Mar 7, 8:41 PM ET
- Size
- 12.1 KB