Amgen warns against TRC mini-tender offer

THOUSAND OAKS, Calif. – Amgen Inc. (Nasdaq: AMGN) has recommended that shareholders reject a bid by TRC Capital Corp. to purchase up to 1.5 million shares of the pharmaceutical company’s common stock at $53.75 per share.
Amgen is not associated with and does not endorse the mini-tender offer by TRC, which it said “has made numerous unsolicited mini-tender offers in the past for stock of other companies.”
The 1.5 million shares TRC is seeking to acquire represent less than 0.13 percent of Amgen common stock outstanding. Such offers – bids to acquire less than 5 percent of a company’s outstanding shares – “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 said.
The company referred stockholders to a U.S. Securities and Exchange Commission advisory on mini-tender offers – available at www.sec.gov/investor/pubs/minitend.htm – in which the SEC warns that such offers “increasingly have been used to catch investors off guard” with below-market prices.
TRC’s original offer price of $60.10 on May 8 represented a 4.1 discount on the previous day’s closing price, Amgen noted, adding that TRC reduced its offer on Friday, to the current $53.75, and reserves the right to make further reductions.
The pharmaceutical firm urged investors to exercise caution with respect to the TRC offer, to consult with their financial advisers and to obtain current market quotes for their shares. Any stockholders who have tendered shares may withdraw them by providing written notice, as described in the TRC offering documents, before the offer expires at 12:01 a.m. on June 8, Amgen said.
Amgen Inc. (Nasdaq: AMGN) – based in Thousand Oaks, Calif., with operations in 10 other U.S. locations, including West Greenwich – is a biotechnology company focusing on the development and production of new medicines for human use. Additional information is available at www.amgen.com.