LAKE FOREST, Ill., May 24 /PRNewswire-FirstCall/ -- Hospira, Inc. announced today that on May 19, 2004, the company received notification of an unsolicited mini-tender offer being made by TRC Capital Corp., a Toronto-based company, to purchase up to 4 million shares of Hospira common stock -- representing approximately 2.56 percent of Hospira’s outstanding shares -- for a price of $26.00 per share in cash.
Hospira does not in any way recommend or endorse TRC’s mini-tender offer and expresses no opinion as to whether Hospira shareholders should tender their shares in the mini-tender offer. Hospira is not associated with TRC, the offer or the offer documentation. TRC’s offer of $26.00 per share is less than the $26.49 per share closing price of Hospira’s shares on the New York Stock Exchange on May 18, the day before TRC informed Hospira of the offer.
The Securities and Exchange Commission (SEC) has cautioned investors about offers of this nature. Mini-tender offers, which are offers to buy less than 5 percent of a company’s stock, “have been increasingly used to catch investors off guard,” according to an investor alert on the SEC’s Web site. The investor alert noted that "[m]any 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.” Hospira shareholders should be aware that many of the SEC’s tender offer rules do not apply to mini-tender offers.
To read more about the risks of mini-tender offers, please review the alert at: http://www.sec.gov/investor/pubs/minitend.htm .
The TRC offer is subject to a number of conditions, including TRC obtaining financing and no decrease in the market price of the Hospira shares at any time between May 19, 2004, and the expiration of the TRC offer. There is no assurance that the conditions of the offer will be satisfied or waived and, therefore, there is no assurance that TRC will in fact purchase any shares tendered in the offer.
Hospira shareholders are cautioned that TRC has in the past made numerous below-market “mini-tender” offers for shares of other companies. TRC can extend the offer and delay payment beyond the currently scheduled expiration date of June 17, 2004, or amend the offer, including the price.
Hospira shareholders who may have tendered their shares are advised that they may withdraw their shares by providing written notice to TRC in accordance with TRC’s offering documents prior to the expiration of the offer on June 17, 2004.
Hospira advises shareholders to consult their financial advisors concerning this offer.
About Hospira
Hospira, Inc. is a global specialty pharmaceutical and medication delivery company dedicated to Advancing Wellness(TM) by developing, manufacturing and marketing products that help improve the safety and efficacy of patient care. Created from the core global hospital products business of Abbott Laboratories, Hospira is a new company with 70 years of service to the hospital industry. The company’s portfolio includes one of the industry’s broadest lines of generic acute-care injectables, integrated solutions for medication management and infusion therapy, and a full-service contract manufacturing business. Headquartered in Lake Forest, Ill., north of Chicago, Hospira has more than 14,000 employees and 14 manufacturing facilities worldwide. Hospira’s news releases and other information about the company can be found at http://www.hospira.com/ .
Private Securities Litigation Reform Act of 1995 -- A Caution Concerning Forward-Looking Statements
Some statements in this news release may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. Hospira cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, technological and other factors that may affect Hospira’s operations and may cause actual results to be materially different from expectations include the risk and uncertainties set forth in the information statement under the heading “Risk Factors” in the most recent version of the Form 10 filed with the Securities and Exchange Commission, which are incorporated by reference. Hospira undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments.
Hospira, Inc.
CONTACT: Media, Stacey Eisen, +1-224-212-2276, or Financial Community,Lynn McHugh, +1-224-212-2363, both of Hospira
Web site: http://www.hospira.com/
