Biotech firm Amgen advised its stockholders to not tender their shares in response to an unsolicited mini-tender offer by TRC Capital Corp. TRC’s mini-tender offer is to purchase up to 1.5 million shares of Amgen’s common stock, which represents less than 0.13 percent of Amgen’s outstanding shares, at a price of $53.75 per share. “Amgen wants all stockholders, broker-deals and other market participants to be clear that Amgen is not associated in any way with TRC, this mini-tender offer or the offer documentation,” Amgen officials wrote in a press release. “Amgen understands that TRC has made numerous unsolicited mini-tender offers in the past for stock of other companies. Mini-tender offers, such as this one by TRC, are offers to acquire less than 5 percent of a company’s outstanding shares and thereby avoid many procedural and disclosure requirements of the federal securities laws that protect investors, including the filing of tender offer documents with the Securities and Exchange Commission.” Amgen is urging its investors to obtain current market quotes for their shares of common stock, consult with their financial advisors and be cautious about TRC’s offer. Amgen stockholders who have already tendered their shares have been told they can withdraw their shares by providing written notice prior to the expiration of the offer on June 8. TRC’s original offer price of $60.10 per share represented a 4.1 percent discount to the closing price on May 8, the day prior to the date of the offer. On May 18, TRC reduced its offer price to $53.75, which represents a 1 percent discount to the closing price on May 18. TRC reserves the right to further reduce its offer price, Amgen officials said.
