BRIEF—Biogen tells shareholders to reject the below-market mini-tender

US biotech major Biogen has received notice of an unsolicited mini-tender offer by TRC Capital Corp to purchase up to 500,000 shares of Biogen’s common stock at a price of $216.25 per share in cash.

Biogen does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares in response to TRC Capital’s offer because the offer is at a price below the current market price for Biogen’s shares and subject to numerous conditions.

TRC Capital’s offer price is around 4.41% lower than the $226.23 closing share price of Biogen’s common stock on May 10, 2019, the last business day prior to the commencement of the offer.

The shares closed at $299.28 on Friday May 18.

The offer is for about 0.26% of the shares of Biogen common stock outstanding as of the May 13, 2019, offer date.

TRC Capital has made many similar mini-tender offers for shares of other companies.

Mini-tender offers seek to acquire less than 5%of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the US Securities and Exchange Commission (SEC) that apply to offers for more than five percent of a company’s shares outstanding.

As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under US securities laws.