Incyte Corporation, Wilmington, cautioned that investors may receive a “mini-tender offer” for shares at a below market price.
The “mini-tender” offer by TRC Capital Corporation (TRC) would purchase up to 1,500,000 shares of Incyte’s common stock at a price of $88.88 per share in cash.
TRC’s offer price is approximately 4.59 percent lower than the $93.16 closing price of Incyte’s common stock on January 19, 2018, the last closing price prior to the launch of the offer. The offer is for less than 1 percent of Incyte’s outstanding shares of common stock.
Incyte shares have been trading below the 52-week high of nearly $150 established in March of last year. The company is building a research and development pipeline following the success of its blockbuster Jakafi blood cancer drug.
Incyte does not endorse TRC’s unsolicited mini-tender offer and recommends that shareholders not tender their shares because the offer is at a price below the current market price of Incyte’s shares and is subject to numerous conditions. Incyte is not affiliated or associated in any way with TRC, its mini-tender offer or the mini-tender offer documentation.
According to Incyte, “TRC has made many similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers seek to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures required under U.S. securities laws.”
The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm.
Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer by following the procedures described in TRC’s offering documents.
The offer is currently scheduled to expire at 12:01 a.m. Eastern Time on Wednesday, February 21, 2018. TRC may extend the offering period.
Incyte also requested that a copy of the cautionary press release be included with all distributions of materials relating to TRC’s mini-tender offer related to Incyteshares of common stock.
For additional information on Incyte, please visit the Company’s website at www.incyte.com.
