VALLEY FORGE, Pa.--(BUSINESS WIRE)--Dec. 22, 2016--
AmerisourceBergen Corporation (NYSE:ABC) has been notified of an
unsolicited “mini-tender” offer by TRC Capital Corporation (“TRC”) to
purchase up to 1,500,000 shares, or approximately 0.68 percent of the
outstanding common stock of AmerisourceBergen as of October 31, 2016, at
a price of $74.00 per share in cash. TRC's offer price is approximately
4.37 percent less than the $77.38 closing price of
AmerisourceBergen's common stock on December 16, 2016, the last trading
day before the mini-tender offer commenced.
AmerisourceBergen does not endorse TRC's mini-tender offer and
recommends that AmerisourceBergen stockholders not tender their shares
in response to the offer. According to TRC's offer documents,
AmerisourceBergen stockholders who have already tendered their shares
may withdraw their shares at any time prior to 12:01 a.m.New York City
time, on January 20, 2017, the expiration date set forth in the offer
documents (unless extended), by following the procedures described in
the offer documents. AmerisourceBergen urges stockholders to obtain
current market quotes for their shares, 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.
AmerisourceBergen is not associated with TRC, its mini-tender offer or
the offer documentation.
TRC has made many similar mini-tender offers for shares of other
companies. Mini-tender offers are designed to seek to acquire less than
5 percent of a company's outstanding shares, thereby avoiding many
disclosure and procedural requirements of the Securities and Exchange
Commission (“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 federal securities laws.
The SEC has cautioned investors about these 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's Investor Tips regarding
mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.
AmerisourceBergen 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 at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and NASD's Notice to Members 99-53, issued July 1999, regarding guidance
to members forwarding mini-tender offers to their customers, which can
be found at www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
AmerisourceBergen requests that a copy of this press release be included
with all distributions of materials relating to TRC's mini-tender offer.
AmerisourceBergen is one of the largest global pharmaceutical sourcing
and distribution services companies, helping both healthcare providers
and pharmaceutical and biotech manufacturers improve patient access to
products and enhance patient care. With services ranging from drug
distribution and niche premium logistics to reimbursement and
pharmaceutical consulting services, AmerisourceBergen delivers
innovative programs and solutions across the pharmaceutical supply
channel in human and animal health. With over $145 billion in annual
revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and
employs approximately 19,000 people. AmerisourceBergen is ranked #12 on
the Fortune 500 list. For more information, go to www.amerisourcebergen.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161222005136/en/
Source: AmerisourceBergen Corporation
Bennett Murphy, 610-727-3693