Alexion tells shareholders to reject TRC's unsolicited mini-tender offer

US drugmaker Alexion Pharmaceuticals (Nasdaq: ALXN) says it has been notified of an , unsolicited "mini-tender" offer by TRC Capital Corp to purchase up to 1.5 million shares, or about 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. 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.

TRC Capital has made similar mini-tender offers for shares of other companies, which have included AstraZeneca, Amgen and Forest Labs (The Pharma Letters passim). 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 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 US securities laws.