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news.Amgen has urged its stockholders not to sell their shares in response to an unsolicited "mini-tender offer" by TRC Capital Corporation for 1.5 million shares of its common stock, at $53.75 per share.
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The offer accounts for less that 0.13% of all Amgen’s outstanding shares. Amgen said that it “is not associated in any way with TRC, this mini-tender offer or the offer documentation,” and has recommended against the offer.
Amgen added that it 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% 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.
US biotechnology company Amgen said that TRC’s original offer price of $60.10 per share represented a 4.1% discount to the closing price on May 8, 2007, the day prior to the date of the offer. On May 18, 2007 TRC reduced its offer price to $53.75, which represents a 1% discount to the closing price on May 18, 2007.