Vertex Recommends Rejection of ‘Mini-Tender’ Offer From TRC Capital Investment Corporation
November 13 2020 - 4:01PM
Business Wire
Vertex Pharmaceuticals Incorporated (Nasdaq:VRTX) today
announced that it has been notified of an unsolicited “mini-tender”
offer dated November 9, 2020, made by TRC Capital Investment
Corporation, an Ontario, Canada, corporation to purchase up to
1,000,000 shares of Vertex common stock. TRC Capital’s unsolicited
“mini-tender” offer price of $210.00 per share is approximately
4.67% below the $220.28 per share closing price of Vertex’s common
stock on November 6, 2020, the last trading day prior to the
commencement of the offer.
Vertex does not endorse TRC Capital’s offer and recommends that
Vertex shareholders reject the offer and not tender their shares in
response to TRC Capital’s unsolicited offer. The “mini-tender”
offer is at a price below the market price of shares of Vertex’s
common stock (as of today’s date) and is subject to numerous
conditions, including TRC Capital’s ability to obtain financing
necessary to consummate the offer. Vertex is not affiliated in any
way with TRC Capital, the offer, or the offer documentation.
TRC Capital has made many similar “mini-tender” offers for the
shares of other companies. “Mini-tender” offers are designed to
seek less than five percent of a company’s outstanding shares,
thereby avoiding many disclosure and procedural requirements of the
U.S. Securities and Exchange Commission (SEC) because they are
below the SEC’s threshold to provide such disclosure and procedural
protections for investors.
The SEC has cautioned investors about “mini-tender” offers in an
investor alert. The SEC noted that these offers “have been
increasingly used to catch investors off guard” and that many
investors who hear about “mini-tender” offers “surrender their
securities without investigating the offer, assuming that the price
offered includes the premium usually present in larger, traditional
tender offers.”
To read more about the risks of “mini-tender” offers, please
review the alert on the SEC’s website at
http://www.sec.gov/investor/pubs/minitend.htm.
Like TRC Capital’s other offers, this “mini-tender” puts
individual investors at risk because they may sell their shares at
a discount without so realizing. Vertex urges shareholders to
obtain current stock quotes for their shares of Vertex common
stock, review the terms and conditions to the offer, consult with
their broker or financial adviser and exercise caution with respect
to TRC Capital’s “mini-tender” offer. Shareholders who have already
tendered should consider the advisability of withdrawing their
shares as permitted under TRC Capital’s Offer to Purchase
documents.
Shareholders who have already tendered their shares may withdraw
them at any time prior to the expiration of the offer, and if TRC
Capital has not accepted a shareholder’s shares for payment
pursuant to the offer, that shareholder may withdraw them at any
time after December 21, 2020, until TRC Capital accepts the
shareholder’s shares for payment, in accordance with TRC Capital’s
offering documents.. According to the offer documents, the offer is
currently scheduled to expire at 12:01 a.m., New York City time, on
December 9, 2020.
Vertex encourages broker-dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
“mini-tender” offer dissemination and disclosure at
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and the NASD Notice to Members regarding guidance to members
forwarding “mini-tender” offers to their customers, which can be
found at
https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
Vertex 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 Vertex’s common stock.
About Vertex
Vertex is a global biotechnology company that invests in
scientific innovation to create transformative medicines for people
with serious diseases. The company has multiple approved medicines
that treat the underlying cause of cystic fibrosis (CF) — a rare,
life-threatening genetic disease — and has several ongoing clinical
and research programs in CF. Beyond CF, Vertex has a robust
pipeline of investigational small molecule medicines in other
serious diseases where it has deep insight into causal human
biology, including pain, alpha-1 antitrypsin deficiency and
APOL1-mediated kidney diseases. In addition, Vertex has a rapidly
expanding pipeline of genetic and cell therapies for diseases such
as sickle cell disease, beta thalassemia, Duchenne muscular
dystrophy and type 1 diabetes mellitus.
Founded in 1989 in Cambridge, Mass., Vertex's global
headquarters is now located in Boston's Innovation District and its
international headquarters is in London. Additionally, the company
has research and development sites and commercial offices in North
America, Europe, Australia and Latin America. Vertex is
consistently recognized as one of the industry's top places to
work, including 11 consecutive years on Science magazine's Top
Employers list and a best place to work for LGBTQ equality by the
Human Rights Campaign. For company updates and to learn more about
Vertex's history of innovation, visit www.vrtx.com or follow us on
Facebook, Twitter, LinkedIn, YouTube and Instagram.
(VRTX-GEN)
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Vertex Pharmaceuticals Incorporated Investors:
InvestorInfo@vrtx.com or 617-961-7163
Media: mediainfo@vrtx.com or U.S.: 617-341-6992 or
International: +44 20 3204 5275
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