Board of Directors Rejects $120 per Share Proposal as Significantly Undervaluing Company

{{image}}South San Francisco, CA (Press Release) - Onyx Pharma­ceu­ticals, Inc. (NASDAQ: ONXX) today con­firmed that it has received and rejected an unsolicited proposal from Amgen Inc. to acquire all of Onyx's outstanding shares and share equivalents for $120 per share in cash, subject to due diligence and other con­di­tions. The Board of Directors of Onyx had eval­u­ated the proposal made by Amgen with the assistance of its financial and legal advisors and concluded that the price proposed by Amgen sig­nif­i­cantly undervalued Onyx and its prospects, and was not in the best interest of Onyx or its share­holders. Onyx communicated this de­ter­mi­na­tion to Amgen on Friday, June 28, 2013.

Based upon ex­pres­sions of interest received from other third parties and the recent proposal from Amgen, the Onyx Board has authorized its financial advisor to contact poten­tial acquirers who may have an interest in the Company in a trans­­action that is in the best interest of Onyx share­holders.

"Onyx has tremendous momentum and, with the expansion of our pipe­line and two suc­cess­ful prod­uct launches, the Company and our tal­ented employees have created sig­nif­i­cant value for Onyx sharehold­ers," said Dr. N. Anthony Coles, Chairman and CEO. "The Board and the man­agement team remain focused on the oppor­tu­ni­ties in front of us, in­­clud­ing the poten­tial to expand the use of our existing ther­a­pies in dif­fer­ent types of cancer and across dif­fer­en­t lines of ther­apy, as a result of several ongoing Phase 3 studies. We are actively exploring the po­ten­tial to combine Onyx with another com­pany as an option to create addi­tion­al value for Onyx share­holders."

Onyx does not intend to communicate further re­gard­ing the Amgen proposal or the process by which the Board of Directors will con­sider other proposals. There can be no assurance that an im­proved proposal will be made by Amgen or any other entity, that a definitive agree­ment will be executed relating to any proposed trans­­action, or that any trans­­action will be approved or consummated.

Centerview Partners, LLC is acting as financial advisor to Onyx and Goodwin Procter, LLP is acting as legal advisor.

About Onyx Pharma­ceu­ticals, Inc.
Based in South San Francisco, California, Onyx Pharma­ceu­ticals, Inc. is a global bio­pharma­ceu­tical com­pany engaged in the devel­op­ment and com­mer­cial­iza­tion of inno­va­tive ther­a­pies for im­prov­ing the lives of people with cancer. The com­pany is focused on devel­op­ing novel medicines that target key molecular path­ways. For more in­for­ma­tion about Onyx, visit the com­pany's website at www.onyx.com.

Onyx Pharma­ceu­ticals is on Twitter. Sign up to follow our Twitter feed @OnyxPharm at http://twitter.com/OnyxPharm.

Cautionary Statement Concerning Forward Looking Statements
This news release may in­clude certain state­ments that are not descriptions of historical facts, but are forward-looking state­ments. These forward-looking state­ments can be identified by terminology such as "will," "expects," "antic­i­pates," "future," "intends," "plans," "believes," "estimates" and similar state­ments. Forward-looking state­ments involve risks, un­cer­tain­ties and other factors that could cause actual results to differ ma­teri­ally from those con­tained in any such state­ments. Potential risks and un­cer­tain­ties in­clude, but are not limited to, risks discussed in Onyx's filings with the U.S. Securities and Exchange Com­mis­sion. Onyx does not under­take any obli­ga­tion to update any forward-looking state­ment, except as required under appli­ca­ble law.

Source: Onyx Pharma­ceu­ticals, Inc.