Gilead Recommends Rejection of Mini-Tender Offer By TRC Capital Corporation
March 11 2011 - 4:15PM
Business Wire
Gilead Sciences, Inc. (Nasdaq: GILD) has been notified of an
unsolicited "mini-tender" offer by TRC Capital Corporation to
purchase up to 3 million shares, or approximately 0.37%, of the
outstanding Gilead common stock at a price of $37.25 per share.
TRC's offer price represents approximately a 4.56% discount to the
$39.03 closing price of Gilead common stock on March 2, 2011, the
last closing price prior to commencement of the offer. In addition,
TRC's offer is subject to numerous conditions, including the
availability of financing under a credit facility satisfactory to
TRC.
Gilead does not endorse TRC's offer and recommends that
shareholders do not tender their shares in response to the offer
because it is a mini-tender offer at a price below the current
market price for Gilead shares and is subject to numerous
conditions. Gilead urges shareholders considering TRC's offer to
obtain current market quotations for their shares, review the
conditions to the offer, consult with their broker or financial
adviser and exercise caution with respect to TRC's offer. Gilead is
not associated in any way with TRC, its mini-tender offer or the
offer documentation.
According to TRC's current offer documents, Gilead shareholders
who have tendered their shares may withdraw their shares at any
time prior to 12:01 a.m., New York City time, on Friday,
April 1, 2011, the expiration date set forth in the offer
documents (unless extended), by following the procedures described
in the offer documents.
TRC has made many similar mini-tender offers for shares of other
companies. Mini-tender offers are designed to seek to acquire less
than 5% of a company's outstanding shares, thereby avoiding many
disclosure and procedural requirements of the Securities and
Exchange Commission (SEC) that apply to offers for more than 5% of
a company's outstanding shares. As a result, mini-tender offers do
not provide investors with the same level of protections as
provided by larger tender offers under United States securities
laws.
The SEC has cautioned investors about these offers, noting that
"some bidders make mini-tender offers at below-market prices,
hoping that they will catch investors off guard if the investors do
not compare the offer price to the current market price." The SEC's
Investor Tips regarding mini-tender offers may be found on the
SEC's website at www.sec.gov/investor/pubs/minitend.htm.
Gilead encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosures at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and
information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001,
regarding the dissemination of mini-tender offer materials, which
can be found on the NYSE's Website at www.nyse.com.
Gilead requests that a copy of this press release be included
with all distributions of materials relating to TRC's offer.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers,
develops and commercializes innovative therapeutics in areas of
unmet medical need. The company’s mission is to advance the care of
patients suffering from life-threatening diseases worldwide.
Headquartered in Foster City, California, Gilead has operations in
North America, Europe and Asia Pacific.
For more information on Gilead Sciences, please
visit the company's website at www.gilead.com or call Gilead Public
Affairs at 1-800-GILEAD-5 or 1-650-574-3000.
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