MRO Magazine

Baxalta Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital


August 6, 2015
By Business Wire News

DEERFIELD, Ill.

Baxalta Incorporated (NYSE: BXLT) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 3 million shares, or approximately 0.44 percent, of Baxalta’s outstanding common stock at a price of $35.45 per share in cash. The offer price was 4.45 percent below the $37.10 closing price of Baxalta’s common stock on August 4, 2015, the day prior to the offer. TRC communicated that their offer is subject to a number of conditions, including TRC’s ability to obtain financing necessary to consummate the offer.

Baxalta does not endorse TRC’s mini-tender offer and recommends that shareholders do not tender their shares. Baxalta is not associated with this offer and urges shareholders to obtain current market quotations for their shares, consult with their financial advisors, review the conditions to the offer and exercise caution.

According to TRC’s offering documents, shareholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m. New York City time, on Thursday, September 3, 2015, by following the procedures described in the offering documents.

TRC has made many similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC). 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 mini-tender 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 including a link to the online complaint form may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.

Baxalta 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; and the NASD Notice to Members 99-53, issued in July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.

Baxalta requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer.

About Baxalta

Baxalta Incorporated (NYSE: BXLT) is a $6 billion global biopharmaceutical leader developing, manufacturing and commercializing therapies for orphan diseases and underserved conditions in hematology, oncology and immunology. Driven by passion to make a meaningful impact on patients’ lives, Baxalta’s broad and diverse pipeline includes biologics with novel mechanisms and advanced technology platforms such as gene therapy. The Baxalta Global Innovation and R&D Center is located in Cambridge, Massachusetts. Launched in 2015 following separation from Baxter International Inc., Baxalta’s heritage in biopharmaceuticals spans decades. Baxalta’s therapies are available in more than 100 countries and it has advanced biological manufacturing operations across 12 facilities, including state-of-the-art recombinant production and plasma fractionation. Headquartered in Northern Illinois, Baxalta employs 16,000 employees worldwide.

Baxalta Media Relations
Geoffrey Mogilner
+1-224-948-5964
geoffrey.mogilner@baxalta.com
Baxalta Investor Relations
Mary Kay Ladone
+1-224-948-3371
mary.kay.ladone@baxalta.com
or
Lorna Williams
+1-224-948-3511
lorna.williams@baxalta.com