GlaxoSmithKline PLC GSK recommend ADR holders reject mini-tender offer (9334A)
04 Giugno 2021 - 5:02PM
UK Regulatory
TIDMGSK
RNS Number : 9334A
GlaxoSmithKline PLC
04 June 2021
GSK recommends shareholders reject mini-tender offer by TRC
Capital
Issued: 4 June 2021, London UK
GlaxoSmithKline plc ("GSK") has been notified of an unsolicited
"mini-tender" offer by TRC Capital Investment Corporation ("TRC")
to purchase up to 3,000,000 American Depositary Shares ("ADSs"), or
approximately 0.1192% percent of the outstanding issued ordinary
shares of GSK (excluding treasury shares) as at the close of
business yesterday, at a price of $37.10 per ADS in cash. As
described by TRC, its offer is being made at a 4.5% percent
discount to the closing price of $38.85 per ADS on the New York
Stock Exchange on 21 May 2021, the last trading day before the
offer commenced, and is below yesterday's closing price of
$38.71.
For the reasons above, GSK does not endorse TRC's offer and
recommends that ADS holders reject the offer and do not tender
their ADSs in response to the offer by TRC. This mini-tender offer
is at a price below the closing price for GSK's ADSs (as of the
last trading day prior to the offer) and is subject to numerous
conditions. According to TRC's offer documents, GSK ADS holders who
have already tendered their shares may withdraw their ADSs at any
time prior to 12:01 a.m. New York City time, on Wednesday, 23 June
2021, the expiration date set forth in the offer documents (unless
extended), by written notice described in the offer documents. GSK
urges ADS holders to obtain current market quotes for their ADSs,
to review the conditions to TRC's mini-tender offer, to consult
with their brokers or financial advisors and to exercise caution
with respect to this mini-tender offer. GSK is in no way associated
with TRC, the mini-tender offer or the offer documents.
TRC has made many similar, unsolicited mini-tender offers for
shares of other companies. Mini-tender offers seek less than 5
percent of a company's outstanding shares, thereby avoiding many
disclosure and procedural requirements of the Securities and
Exchange Commission (the "SEC") that apply to offers for more than
5 percent of a company's outstanding shares. As a result,
mini-tender offers do not provide investors with the same level of
protection as provided by larger tender offers under United States
securities laws. The SEC has issued tips for investors regarding
mini-tender offers on its website at
www.sec.gov/investor/pubs/minitend.htm. The SEC has cautioned
investors that some mini-tender offers "have been increasingly used
to catch investors off guard" and that investors "may end up
selling their securities at below-market prices."
GSK encourages brokers and dealers, as well as other market
participants, to review the SEC's recommendations to broker-dealers
in these circumstances, which can be found on the SEC website and
the Information Memo Number 01-27 issued by the New York Stock
Exchange on September 28, 2001 regarding the dissemination of
mini-tender offer materials.
GSK requests that a copy of this announcement be included with
all distributions of materials relating to TRC's mini-tender offer
relating to GSK ADSs.
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END
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