Seagen Recommends Rejection Of 'Mini-Tender' Offer from TRC Capital Investment Corporation
March 05 2021 - 8:00AM
Business Wire
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.
About Seagen 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.
Forward-Looking Statements 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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version on businesswire.com: https://www.businesswire.com/news/home/20210305005114/en/
Peggy Pinkston +1 425 527 4160 ppinkston@seagen.com
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