Sarepta Recommends Stockholders Reject the Below-Market Mini-Tender Offer by TRC Capital Investment Corporation
April 26 2021 - 4:05PM
Sarepta Therapeutics, Inc. (Sarepta) (Nasdaq:SRPT) today announced
that it has received notice of an unsolicited mini-tender offer by
TRC Capital Investment Corporation (TRC Capital) to purchase up to
2,000,000 shares of Sarepta common stock at a price of $68.50 per
share in cash. TRC Capital’s offer price is approximately 4.6%
lower than the closing share price of Sarepta’s common stock on
April 16, 2021, the last business day prior to the commencement of
the offer. The offer is for approximately 2.52% of the shares of
Sarepta common stock outstanding.
Sarepta 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 Sarepta’s shares and subject to numerous
conditions. Sarepta is not affiliated or associated in any way with
TRC Capital, its mini-tender offer or the offer documentation.
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.
Sarepta 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. Sarepta recommends
that stockholders who have not responded to TRC Capital’s offer
take no action.
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 May 18, 2021. TRC Capital may extend the offering
period at its discretion.
Sarepta 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.
Sarepta 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 Sarepta common stock.
About Sarepta
TherapeuticsSarepta is on an urgent mission: engineer
precision genetic medicine for rare diseases that devastate lives
and cut futures short. We hold leadership positions in Duchenne
muscular dystrophy (DMD) and limb-girdle muscular dystrophies
(LGMDs), and we currently have more than 40 programs in various
stages of development. Our vast pipeline is driven by our
multi-platform Precision Genetic Medicine Engine in gene therapy,
RNA and gene editing. For more information, please
visit www.sarepta.com or follow us on Twitter, LinkedIn,
Instagram and Facebook.
Internet
Posting of InformationWe routinely post information that
may be important to investors in the 'For Investors' section of our
website at www.sarepta.com. We encourage investors and
potential investors to consult our website regularly for important
information about us.
Source: Sarepta Therapeutics, Inc.
Investor Contact: Ian Estepan,
617-274-4052iestepan@sarepta.com
Media Contact: Tracy Sorrentino,
617-301-8566tsorrentino@sarepta.com
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