Moderna Recommends Shareholders Reject Amended “Mini-Tender” Offer by TRC Capital Investment Corporation
CAMBRIDGE, MA / ACCESSWIRE / September 29, 2023 / Moderna, Inc. (NASDAQ:MRNA) has become aware that TRC Capital Investment Corporation (TRC Capital) has amended its unsolicited "mini-tender" offer to purchase up to 1,000,000 shares of Moderna's common stock, at an offer price that is now $99.00 per share, down from $107.56 per share under the original offer. TRC Capital's amended offer price of $99.00 per share is lower than the closing price of Moderna common stock on the Nasdaq Global Select Market on September 28, 2023, the last trading day prior to the announcement of the updated offer.
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 13, 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 market price."
TRC Capital has made similar unsolicited mini-tender offers for stock of other public companies. Moderna encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Moderna requests that a copy of this press release be included with all distributions of materials related to TRC Capital's mini-tender offer related to Moderna's common stock.
In over 10 years since its inception, Moderna has transformed from a research-stage company advancing programs in the field of messenger RNA (mRNA), to an enterprise with a diverse clinical portfolio of vaccines and therapeutics across seven modalities, a broad intellectual property portfolio and integrated manufacturing facilities that allow for rapid clinical and commercial production at scale. Moderna maintains alliances with a broad range of domestic and overseas government and commercial collaborators, which has allowed for the pursuit of both groundbreaking science and rapid scaling of manufacturing. Most recently, Moderna's capabilities have come together to allow the authorized use and approval of one of the earliest and most effective vaccines against the COVID-19 pandemic.
Moderna's mRNA platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, and has allowed the development of therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases, cardiovascular diseases and auto-immune diseases. Moderna has been named a top biopharmaceutical employer by Science for the past eight years. To learn more, visit www.modernatx.com.
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