PITTSBURGH, Dec. 15, 2020 /PRNewswire/ -- Viatris Inc.
(NASDAQ: VTRS) has been notified of an unsolicited "mini-tender"
offer by TRC Capital Corporation ("TRC") to purchase up to
6,000,000 shares, or approximately 0.497 percent, of the
outstanding common stock of Viatris at a price of $16.50 per share in cash. TRC's offer price is
approximately 4.84 percent less than the $17.34 closing price of Viatris' common stock on
December 11, 2020, the last trading
day prior to the commencement of the mini-tender offer.
Viatris does not endorse TRC's mini-tender offer and recommends
that Viatris stockholders do not tender their shares in response to
the offer because it is a mini-tender offer at a price below the
market price for Viatris shares (as of the date Viatris received
notice of the offer) and is subject to numerous conditions.
According to TRC's offer documents, Viatris stockholders who have
already tendered their shares may withdraw their shares at any time
prior to 12:01 a.m. New York City time, on Thursday, January 14, 2021, the expiration date
set forth in the offer documents (unless extended or earlier
terminated), by following the procedures described in the offer
documents. Viatris urges stockholders to obtain current market
quotes for their shares, to review the conditions to TRC's
mini-tender offer, to consult with their brokers or financial
advisors and to exercise caution with respect to this mini-tender
offer. Viatris is not associated with TRC, its mini-tender offer or
the offer documentation.
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 percent 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
percent 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 federal 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.
Viatris 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
NASD's Notice to Members 99-53 issued July
1999, regarding guidance to members forwarding mini-tender
offers to their customers, which can be found at
www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf Viatris
requests that a copy of this press release be included with all
distributions of materials relating to TRC's mini-tender offer.
About Viatris
Viatris Inc. (NASDAQ: VTRS) is a new kind of healthcare company,
empowering people worldwide to live healthier at every stage of
life. We provide access to medicines, advance sustainable
operations, develop innovative solutions and leverage our
collective expertise to connect more people to more products and
services through our one-of-a-kind Global Healthcare Gateway™.
Formed in November 2020 through the
combination of Mylan and Pfizer's Upjohn business, Viatris brings
together scientific, manufacturing and distribution expertise with
proven regulatory, medical and commercial capabilities to deliver
high-quality medicines to patients in more than 165 countries and
territories. Viatris' portfolio comprises more than 1,400 approved
molecules across a wide range of therapeutic areas, spanning both
non-communicable and infectious diseases, including globally
recognized brands, complex generic and branded medicines, a growing
portfolio of biosimilars and a variety of over-the-counter consumer
products. With a global workforce of approximately 45,000, Viatris
is headquartered in the U.S., with global centers in Pittsburgh, Shanghai and Hyderabad, India. Learn more at
viatris.com and investor.viatris.com, and connect with us on
Twitter at @ViatrisInc, LinkedIn and YouTube.
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SOURCE Viatris Inc.