CHESHIRE, Conn.--(BUSINESS WIRE)--
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.
The SEC has cautioned investors about these offers, noting that "some
bidders make mini-tender offers at below-market prices, 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 Investor Tips regarding
mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.
Alexion encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Alexion requests that a copy of this press release be included with all
distributions of materials relating to TRC's offer.
About Alexion
Alexion Pharmaceuticals, Inc. is a biopharmaceutical company focused on
serving patients with severe and ultra-rare disorders through the
innovation, development and commercialization of life-transforming
therapeutic products. Alexion is the global leader in complement
inhibition and has developed and markets Soliris® (eculizumab) as a
treatment for patients with PNH and aHUS, two debilitating, ultra-rare
and life-threatening disorders caused by chronic uncontrolled complement
activation. Soliris is currently approved in more than 40 countries for
the treatment of PNH, and in the United States and the European Union
for the treatment of aHUS. Alexion is evaluating other potential
indications for Soliris and is developing four other highly innovative
biotechnology product candidates. This press release and further
information about Alexion Pharmaceuticals, Inc. can be found at: www.alexionpharma.com.
[ALXN-G]
Alexion Pharmaceuticals, Inc.
Irving Adler, 203-271-8210
Executive
Director, Corporate Communications
or
Media:
Alexion
Pharmaceuticals, Inc.
Kim Diamond, 203-439-9600
Director,
Corporate Communications
or
Investors:
Rx Communications
Rhonda
Chiger, 917-322-2569
Source: Alexion Pharmaceuticals, Inc.
News Provided by Acquire Media