Biogen Recommends Stockholders Reject the Below-market Mini-tender Offer by TRC Capital Corporation
May 20 2019 - 7:30AM
Biogen Inc. (Nasdaq: BIIB) today announced that it has received
notice of an unsolicited mini-tender offer by TRC Capital
Corporation (TRC Capital) to purchase up to 500,000 shares of
Biogen’s common stock at a price of $216.25 per share in cash.
Biogen does not endorse TRC Capital’s unsolicited mini-tender
offer and recommends that stockholders do not tender their shares
in response to TRC Capital’s offer because the offer is at a price
below the current market price for Biogen’s shares and subject to
numerous conditions. Biogen is not affiliated or associated in any
way with TRC Capital, its mini-tender offer or the offer
documentation. Biogen urges investors to obtain current market
quotations for their shares, to consult with their broker or
financial advisor and to exercise caution with respect to TRC
Capital’s offer. Biogen recommends that stockholders who have not
responded to TRC Capital’s offer take no action.
TRC Capital’s offer price is approximately 4.41 percent lower
than the $226.23 closing share price of Biogen’s common stock on
May 10, 2019, the last business day prior to the commencement of
the offer. The offer is for approximately 0.26 percent of the
shares of Biogen common stock outstanding as of the May 13, 2019,
offer date.
TRC Capital has made many similar mini-tender offers for shares
of other companies. Mini-tender offers seek to acquire less than
five percent of a company’s shares outstanding, thereby avoiding
many disclosure and procedural requirements of the U.S. Securities
and Exchange Commission (SEC) that apply to offers for more than
five percent of a company’s shares outstanding. As a result,
mini-tender offers do not provide investors with the same level of
protections as provided by larger tender offers under U.S.
securities laws.
The SEC has cautioned investors that some bidders making
mini-tender offers at below-market prices are “hoping that they
will catch investors off guard if the investors do not compare the
offer price to the current market price.” More on the SEC’s
guidance to investors on mini-tender offers is available at
www.sec.gov/investor/pubs/minitend.htm.
Stockholders who have already tendered their shares may withdraw
them at any time prior to the expiration of the offer, in
accordance with TRC Capital’s offering documents. The offer is
currently scheduled to expire at 12:01 a.m. ET on Wednesday, June
12, 2019. TRC Capital may extend the offering period at its
discretion.
Biogen encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosure at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Biogen requests that a copy of this news release be included
with all distributions of materials relating to TRC Capital’s
mini-tender offer related to shares of Biogen common stock.
About BiogenAt Biogen, our mission is clear: we
are pioneers in neuroscience. Biogen discovers, develops, and
delivers worldwide innovative therapies for people living with
serious neurological and neurodegenerative diseases as well as
related therapeutic adjacencies. One of the world’s first global
biotechnology companies, Biogen was founded in 1978 by Charles
Weissmann, Heinz Schaller, Kenneth Murray, and Nobel Prize winners
Walter Gilbert and Phillip Sharp, and today has the leading
portfolio of medicines to treat multiple sclerosis, has introduced
the first and only approved treatment for spinal muscular atrophy,
and is focused on advancing neuroscience research programs in MS
and neuroimmunology, Alzheimer’s disease and dementia, movement
disorders, neuromuscular disorders, acute neurology, neurocognitive
disorders, pain, and ophthalmology. Biogen also commercializes
biosimilars of advanced biologics
We routinely post information that may be important to investors
on our website at www.biogen.com. To learn more, please
visit www.biogen.com and follow us on social media
– Twitter, LinkedIn, Facebook, YouTube.
MEDIA CONTACT: David Caouette+1
617 679 4945public.affairs@biogen.com |
INVESTOR CONTACT: Matt Calistri+1
781 464 2442IR@biogen.com |
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