Drug company warns of ‘mini’ tender offer

Viatris — the new pharmaceutical giant formed through the merger of Mylan and Upjohn — is alerting investors to an unsolicited “mini” tender offer by TRC Capital Corp. to purchase up to 6 million Viatris shares, or about 0.497% of outstanding shares.

The offering price is about 4.8% below the $17.34 closing price for Viatris shares on Dec. 11, the last trading day before the offer. The stock was trading at $17.84 in early afternoon trading Wednesday.

Viatris said it recommends that stockholders do not tender their shares because it is a mini tender offer priced below market and is subject to numerous conditions.

Mini tender offers are designed to seek to acquire less than 5% of a company’s outstanding shares, avoiding many disclosure and other requirements by the U.S. Securities and Exchange Commission that apply to offers for 5% or more of a company’s outstanding stock.

The SEC has cautioned investors about these offers, saying, “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.”

Viatris said that according to TRC’s offer documents, Viatris stockholders who have already tendered their shares may withdraw them at any time prior to Jan. 14.

TRC is a Canadian investment firm known for its mini tender offers.

Tips on mini tender offers are available from the SEC at www.sec.gov/investor/pubs/minitend.htm.