Seagen Recommends Rejection Of 'Mini-Tender' Offer from TRC Capital Investment Corporation
Seagen Inc. (Nasdaq:SGEN) today announced that it has been notified of an unsolicited “mini-tender” offer dated February 22, 2021, made by TRC Capital Investment Corporation, an Ontario, Canada corporation, to purchase up to 1,000,000 shares of Seagen's common stock. According to TRC, its “mini-tender” offer price of $151.00 per share was approximately 4.28% below the closing price of Seagen's common stock on February 19, 2021, the last trading day prior to the date of its offer.
Seagen does not endorse TRC Capital’s unsolicited “mini-tender” offer and is not associated in any way with TRC Capital, its “mini-tender” offer, or its “mini-tender” offer documents. Seagen recommends that Seagen shareholders reject the offer and not tender their shares in response to this unsolicited offer, for the reasons described below.
TRC 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.
TRC’s “mini-tender” offer is subject to numerous conditions, including TRC obtaining sufficient financing available to consummate the offer on terms satisfactory to TRC in its reasonable discretion. Seagen urges shareholders to obtain current stock quotes for their shares of Seagen 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 shares should consider the advisability of withdrawing their shares as permitted under TRC’s Offer to Purchase documents.
According to the offer documents, the offer is currently scheduled to expire at 12:01 a.m., Eastern time, on March 23, 2021.
Seagen requests that a copy of this news release be included with all distributions of materials relating to TRC’s “mini-tender” offer related to shares of Seagen's common stock.
Seagen is a global biotechnology company that discovers, develops and commercializes transformative cancer medicines to make a meaningful difference in people’s lives. Seagen is headquartered in the Seattle, Washington area, and has locations in California, Canada, Switzerland and the European Union. For more information on the company’s marketed products and robust pipeline, visit www.seagen.com and follow @SeagenGlobal on Twitter.
Certain statements made in this press release are forward-looking and based upon the current beliefs and expectations of Seagen’s management. These statements are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements. Factors that may cause such a difference include without limitation: the risks that Seagen’s ADCETRIS, PADCEV and TUKYSA net sales, revenues, expenses, costs, and other financial guidance may not be as expected; risks and uncertainties associated with maintaining or increasing sales of ADCETRIS, PADCEV and TUKYSA due to competition, unexpected adverse events, regulatory action, government pricing and/or reimbursement actions, market adoption by physicians, impacts associated with COVID-19 or other factors; the risks that Seagen or its collaborators may be delayed or unsuccessful in planned clinical trial initiations, enrollment in and conduct of clinical trials, obtaining data from clinical trials, planned regulatory submissions, and regulatory approvals in the U.S. and in other countries in each case for a variety of reasons including the difficulty and uncertainty of pharmaceutical product development, negative or disappointing clinical trial results, unexpected adverse events or regulatory actions and the inherent uncertainty associated with the regulatory approval process; and risks related to the duration and severity of the COVID-19 pandemic and resulting global economic, financial and healthcare system disruptions. More information about the risks and uncertainties faced by Seagen is contained under the caption “Risk Factors” included in the company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC. Seagen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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