Vertex Recommends Rejection of ‘Mini-Tender’ Offer From TRC Capital Investment Corporation

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[{"type":"text","content":" BOSTON--(BUSINESS WIRE)--\nVertex Pharmaceuticals Incorporated (Nasdaq:VRTX) today announced that it has been notified of an unsolicited “mini-tender” offer dated November 9, 2020, made by TRC Capital Investment Corporation, an Ontario, Canada, corporation to purchase up to 1,000,000 shares of Vertex common stock. TRC Capital’s unsolicited “mini-tender” offer price of $210.00 per share is approximately 4.67% below the $220.28 per share closing price of Vertex’s common stock on November 6, 2020, the last trading day prior to the commencement of the offer.\n\nVertex does not endorse TRC Capital’s offer and recommends that Vertex shareholders reject the offer and not tender their shares in response to TRC Capital’s unsolicited offer. The “mini-tender” offer is at a price below the market price of shares of Vertex’s common stock (as of today’s date) and is subject to numerous conditions, including TRC Capital’s ability to obtain financing necessary to consummate the offer. Vertex is not affiliated in any way with TRC Capital, the offer, or the offer documentation.\n\nTRC Capital has made many similar “mini-tender” offers for the shares of other companies. “Mini-tender” offers are designed to seek less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) because they are below the SEC’s threshold to provide such disclosure and procedural protections for investors.\n\nThe SEC has cautioned investors about “mini-tender” offers in an investor alert. The SEC noted that these offers “have been increasingly used to catch investors off guard” and that many investors who hear about “mini-tender” offers “surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers.”\n\nTo read more about the risks of “mini-tender” offers, please review the alert on the SEC’s website at http://www.sec.gov/investor/pubs/minitend.htm.\n\nLike TRC Capital’s other offers, this “mini-tender” puts individual investors at risk because they may sell their shares at a discount without so realizing. Vertex urges shareholders to obtain current stock quotes for their shares of Vertex common stock, review the terms and conditions to the offer, consult with ...

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