AstraZeneca PLC AZ recommends ADS holders reject mini-tender offer (3071P)
October 18 2021 - 2:00AM
UK Regulatory
TIDMAZN
RNS Number : 3071P
AstraZeneca PLC
18 October 2021
18 October 2021 07:00 BST
AstraZeneca recommends shareholders reject 'Mini-Tender' Offer
by TRC Capital Investment Corporation
AstraZeneca PLC (AstraZeneca) (NASDAQ: AZN) announced today that
it has received notification of an unsolicited 'mini-tender' offer
to holders of American Depositary Shares (ADSs) in AstraZeneca by
TRC Capital Investment Corporation of Toronto, Canada (TRC
Capital). The offer documentation indicates that TRC Capital offers
to purchase up to 2,000,000 ADSs, equivalent to approximately 0.06%
of the outstanding Ordinary Shares in AstraZeneca, at a price of
$57.88 per ADS in cash. TRC Capital's offer price is 4.5% less than
the closing price per share of an ADS on the Nasdaq Stock Market on
October 8, 2021, the last trading day before the mini-tender offer
commenced.
AstraZeneca does not in any way recommend or endorse the TRC
Capital offer and recommends that shareholders reject the offer
because the offer price is below the market price for ADSs
immediately prior to this announcement.
Shareholders are advised that TRC Capital has reserved the right
to delay payment for ADSs tendered, to withdraw its offer at any
time and to amend its offer in any respect. TRC Capital may also
decline to purchase ADSs tendered if any one of numerous conditions
is not satisfied, including receipt by TRC Capital, on terms
satisfactory to TRC Capital, of financing necessary to complete the
offer or if there is any decrease in the market price of the
AstraZeneca ADSs.
AstraZeneca shareholders who have already tendered their ADSs
are advised that they may withdraw their shares by providing the
written notice of withdrawal as described in the TRC Capital offer
documentation prior to 12:01 a.m., New York City time, on November
9, 2021.
TRC Capital over the past several years has made numerous
unsolicited 'mini-tender' offers for other companies' shares.
Neither AstraZeneca nor any of its directors or officers is
affiliated with TRC Capital.
'Mini-tender' offers are offers to purchase less than five
percent of a company's outstanding shares, thereby avoiding many of
the filing, disclosure and procedural requirements of the United
States Securities and Exchange Commission (SEC). 'Mini-tender'
offers do not therefore provide investors with the same level of
protection as provided by larger tender offers under United States
securities laws. The SEC has cautioned investors about mini-tender
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 also published investor tips
regarding these offers on its website at:
http://www.sec.gov/investor/pubs/minitend.htm .
AstraZeneca advises shareholders to obtain current market
quotations for their ADSs, to consult with their investment
advisors and to exercise caution with respect to this 'mini-tender'
offer.
AstraZeneca 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 on
the SEC's website at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm .
AstraZeneca requests that a copy of this announcement be
included with all distributions of materials relating to TRC's
mini-tender offer.
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led
biopharmaceutical company that focuses on the discovery,
development, and commercialisation of prescription medicines in
Oncology, Rare Diseases, and BioPharmaceuticals, including
Cardiovascular, Renal & Metabolism, and Respiratory &
Immunology. Based in Cambridge, UK, AstraZeneca operates in over
100 countries and its innovative medicines are used by millions of
patients worldwide. Please visit astrazeneca.com and follow the
Company on Twitter @AstraZeneca.
Contacts
For details on how to contact the Investor Relations Team,
please click here . For Media contacts, click here .
Adrian Kemp
Company Secretary
AstraZeneca PLC
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCBDLLFFBLZFBB
(END) Dow Jones Newswires
October 18, 2021 02:00 ET (06:00 GMT)
Astrazeneca (LSE:0A4J)
Historical Stock Chart
From Apr 2024 to May 2024
Astrazeneca (LSE:0A4J)
Historical Stock Chart
From May 2023 to May 2024