Alexion Pharmaceuticals, Inc. (NASDAQ: ALXN) has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to 1.5 million shares, or approximately 0.77%, of the outstanding Alexion common stock at a price of $90.50 per share. TRC's offer price represents approximately a 5.06% discount to the closing price of Alexion common stock on February 5, 2013, the last closing price on the day prior to the date of the offer. In addition, TRC's offer is subject to numerous conditions.
Alexion does not endorse TRC's offer and recommends that shareholders reject the offer and do not tender their shares. This offer is a so-called "mini-tender" offer at a price below the current market price for Alexion shares and is subject to numerous conditions. Alexion urges shareholders considering TRC's offer to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser and exercise caution with respect to TRC's offer. Alexion is not associated in any way with TRC, its mini-tender offer or the offer documentation.
According to TRC's current offer documents, Alexion shareholders who have tendered their shares may withdraw their shares at any time prior to 12:01 a.m., New York City time, on Friday, March 8, 2013, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents.
TRC Capital has made similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5% of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC) that apply to offers for more than 5% of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
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