Press release
Moderna Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Investment Corporation
CAMBRIDGE, MA / ACCESSWIRE / September 8, 2023 / Moderna, Inc. (Nasdaq:MRNA) has been notified that TRC Capital Investment Corporation (TRC Capital) has made
About this update from Moderna, Inc.
[{"type":"text","content":"CAMBRIDGE, MA / ACCESSWIRE / September 8, 2023 / Moderna, Inc. (Nasdaq:MRNA) has been notified that TRC Capital Investment Corporation (TRC Capital) has made an unsolicited \"mini-tender\" offer to purchase up to 1,000,000 shares of Moderna's common stock, at an offer price of $107.56 per share. TRC Capital's offer price of $107.56 per share is approximately 4.44% lower than the closing price of Moderna common stock on the Nasdaq Global Select Market on September 1, 2023, the last trading day prior to the date of the offer, September 5, 2023.Moderna does not endorse TRC Capital's unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to TRC Capital's offer because the offer is at a price below the current market value of Moderna common stock and is subject to numerous conditions. Per the terms of the offer, any shareholders who tender (or have already tendered) their shares can withdraw them prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on October 4, 2023, in accordance with the offering documents, but subject to extension at TRC Capital's discretion.Moderna is not affiliated or associated in any way with TRC Capital, its mini-tender offer or its mini-tender offer documents. Consistent with the cautionary guidance from the U.S. Securities and Exchange Commission (SEC) referenced below, Moderna urges investors to obtain a current market quotation for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's offer.TRC Capital's purported mini-tender offer seeks less than one percent of Moderna's outstanding common stock, thereby avoiding many disclosure and procedural requirements of the SEC that apply to offers for more than five percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.The SEC's cautionary guidance to investors regarding mini-tenders, which is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitend, warns that those making mini-tender offers sometimes purposely underprice the offers, \"hoping that they will catch investors off guard if the investors do not compare the offer price to the current ma...