XBiotech Commences Tender Offer to Purchase up to $420,000,000 of its Shares
January 14 2020 - 8:30AM
XBiotech Inc. (NASDAQ: XBIT) (“XBiotech”) announced today that it
commenced a “modified Dutch auction” tender offer to purchase up to
$420,000,000 of its common shares, or such lesser number of common
shares as are properly tendered and not properly withdrawn, at a
price not less than $30.00 nor greater than $33.00 per common
share, to the seller in cash, less any applicable withholding taxes
and without interest (the “Offer”). The Offer is made upon the
terms and subject to the conditions described in the offer to
purchase and in the related letter of transmittal. The closing
price of XBiotech’s common shares on the NASDAQ Global Select
Market on January 13, 2020, the last full trading day before the
commencement of the Offer, was $18.62 per share. The Offer is
scheduled to expire at 5:00 p.m., New York City time, on February
12, 2020, unless the Offer is extended.
XBiotech believes that the Offer represents an
efficient mechanism to provide XBiotech’s stockholders with the
opportunity to tender all or a portion of their stock and thereby
receive a return of some or all of their investment in XBiotech if
they so elect. The Offer provides stockholders with an opportunity
to obtain liquidity with respect to all or a portion of their stock
without the potential disruption to XBiotech’s stock price.
The Offer is not contingent upon obtaining any
financing. However, the Offer is subject to a number of other terms
and conditions, which are described in detail in the offer to
purchase. Specific instructions and a complete explanation of the
terms and conditions of the Offer will be contained in the offer to
purchase, the letter of transmittal and the related materials,
which will be mailed to stockholders of record shortly after
commencement of the Offer.
None of XBiotech, the members of its Board of
Directors (including the Independent Committee who authorized the
Offer), the information agent or the depositary makes any
recommendation as to whether any stockholder should participate or
refrain from participating in the Offer or as to the price or
prices at which stockholders may choose to tender their shares in
the Offer.
D.F. King & Co., Inc. will serve as
information agent for the Offer. Stockholders with questions, or
who would like to receive additional copies of the Offer documents
may call D.F. King at (212) 269-5550 (banks and brokers) or (866)
856-3065 (all others).
About XBiotech XBiotech is
a fully integrated, global biopharmaceutical company dedicated to
pioneering the discovery, development and commercialization of
therapeutic antibodies. XBiotech currently is advancing a pipeline
of therapies by harnessing naturally occurring antibodies from
patients with immunity to certain diseases. Utilizing natural human
immunity as a source of new medicines offers the potential to
redefine the standards of care for a wide range of diseases.
The discovery and manufacturing techniques which enable this were
designed by and are exclusive to XBiotech. Headquartered in Austin,
Texas, XBiotech also leads the development of innovative,
proprietary manufacturing technology to reduce the cost and
complexity of biological drug production. For more information,
visit www.xbiotech.com.
About True Human™ Therapeutic
AntibodiesXBiotech’s True Human™ antibodies are the only
available antibodies derived without modification from humans who
possess natural immunity to certain diseases. (Unlike all
commercially available antibodies, which are called “Humanized” or
“Fully Human,” XBiotech’s True Human™ antibodies are directly
sourced from the natural human immune response for specific
diseases without modification, and thereby have not been shown to
cause immunogenicity.) With discovery and clinical programs across
multiple disease areas, XBiotech’s True Human antibodies have the
potential to harness the body’s natural immunity to fight disease
with unprecedented safety, efficacy, and tolerability.
Cautionary Note on Forward-Looking
StatementsThis press release contains forward-looking
statements, including declarations regarding management's beliefs
and expectations, including with respect to XBiotech’s strategic
ambitions, regarding the expected timing of closing of the
transaction with Janssen, filings and approvals relating to the
transaction, the amount and timing of potential future milestone
payments by Janssen, the mechanism of action and potential safety
and efficacy of bermekimab, the anticipated timing of clinical
studies with bermekimab, the progression and results of such
studies, statements regarding the regulatory pathway for bermekimab
and the timing of regulatory filings, and statements regarding any
capital allocation decisions, including as to potential share
repurchases. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "would,"
"could," "expects," "plans," "contemplate," "anticipates,"
"believes," "estimates," "predicts," "projects," "intend" or
"continue" or the negative of such terms or other comparable
terminology, although not all forward-looking statements contain
these identifying words. Forward-looking statements are subject to
inherent risks and uncertainties in predicting future results and
conditions that could cause the actual results to differ materially
from those projected in these forward-looking statements. These
risks and uncertainties are subject to the disclosures set forth in
the "Risk Factors" section of certain of our SEC filings.
Forward-looking statements are not guarantees of future
performance, and our actual results of operations, financial
condition and liquidity, and the development of the industry in
which we operate, may differ materially from the forward-looking
statements contained in this press release. Any forward-looking
statements that we make in this press release speak only as of the
date of this press release. We assume no obligation to update our
forward-looking statements whether as a result of new information,
future events or otherwise, after the date of this press
release.
ContactAshley
Oteroaotero@xbiotech.com512-386-2930
XBiotech (NASDAQ:XBIT)
Historical Stock Chart
From Aug 2024 to Sep 2024
XBiotech (NASDAQ:XBIT)
Historical Stock Chart
From Sep 2023 to Sep 2024