SUMMIT, N.J.--(BUSINESS WIRE)--
Celgene Corporation (NASDAQ:CELG) received notice of an unsolicited
"mini-tender" offer by TRC Capital Corporation to purchase up to
1,000,000 shares of Celgene's common stock, approximately 0.13% of
outstanding shares, at $101.75 per share. TRC Capital's offer is 4.71%
below the market price on November 18, 2014, the date the offer
commenced, and approximately 10.5% below the closing market price of
$113.69 for Celgene's common stock on November 28, 2014.
Celgene does not endorse this unsolicited "mini-tender" offer and
recommends stockholders reject the offer because the offer price is
below the current market price for Celgene shares and is subject to
numerous conditions, including TRC Capital obtaining sufficient
financing necessary to consummate the offer. Celgene recommends that any
stockholders who have tendered shares to TRC Capital withdraw those
shares by providing written notice described in the offering
documentation before the expiration of the offer, which is currently
scheduled for December 19, 2014 unless extended.
Celgene urges investors to obtain current market quotations for their
shares, consult with their broker or financial advisor and exercise
caution with respect to TRC Capital's offer.
Celgene is not associated with TRC Capital, its "mini-tender" offer or
the "mini-tender" offer documentation. The TRC Capital mini-tender offer
is also not related to Celgene's own previously announced authorization
to repurchase its common shares.
TRC Capital has made similar unsolicited "mini-tender" offers for shares
of other public companies. "Mini-tender" offers are designed to seek
less than 5% of a company's outstanding shares, thereby avoiding many
investor protections, including the disclosure of procedural
requirements applicable to most bids under U.S. securities laws.
The U.S. Securities and Exchange Commission (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 has also published investor tips
regarding mini-tender offers on its website at: http://www.sec.gov/investor/pubs/minitend.htm.
Celgene also 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 on the SEC's website at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Celgene requests that a copy of this news release be included with all
distributions of materials relating to TRC Capital's mini-tender offer
related to Celgene Corporation shares of common stock.
Celgene Corporation, headquartered in Summit, New Jersey, is an
integrated global biopharmaceutical company engaged primarily in the
discovery, development and commercialization of novel therapies for the
treatment of cancer and inflammatory diseases through gene and protein
regulation. For more information, please visit www.celgene.com.
Follow us on Twitter @Celgene as well.
This press release contains forward-looking statements, which are
generally statements that are not historical facts. Forward-looking
statements can be identified by the words "expects," "anticipates,"
"believes," "intends," "estimates," "plans," "will," "outlook" and
similar expressions. Forward-looking statements are based on
management's current plans, estimates, assumptions and projections, and
speak only as of the date they are made. We undertake no
obligation to update any forward-looking statement in light of new
information or future events, except as otherwise required by law. Forward-looking
statements involve inherent risks and uncertainties, most of which are
difficult to predict and are generally beyond our control. Actual
results or outcomes may differ materially from those implied by the
forward-looking statements as a result of the impact of a number of
factors, many of which are discussed in more detail in our Annual Report
on Form 10-K and our other reports filed with the Securities and
Patrick E. Flanigan III, 908-673-9969
VP, Corporate Communications
Source: Celgene Corporation
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