Novartis recommends rejection of ’’mini-tender’’ offer by TRC Capital for American Depositary Shares
Conditional offer made by TRC Capital Corporation for up to two million Novartis American Depositary Shares
Novartis recommends against shareholders tendering their shares in response to TRC Capital’s unsolicited mini-tender offer
Basel, June 2008 - Novartis has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation, a private Canadian investment company that is offering to purchase up to two million American Depositary Shares (ADSs), or 0.08% of the Group’s outstanding share capital.
Novartis cautions its stockholders that TRC Capital’s offer price of USD 51.50 per ADS represented a 4.4% discount to the closing price of Novartis ADSs on June 2, 2008, the day before the offer commenced.
Novartis recommends against tendering shares in this offer. Mini-tender offers such as this one avoid most of the investor protections afforded for larger tender offers, including the filing of disclosure documents with the US Securities and Exchange Commission (SEC) and additional procedures required by US securities laws. Novartis is in no way associated with TRC Capital Corporation, the offer or the offer documentation.
Investors are urged to obtain current market quotations for their ADSs, to consult with their financial advisors and to exercise caution with respect to this offer. Shareholders who have already tendered ADSs may withdraw them by providing the written notice described in the TRC Capital offering documents prior to expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on Wednesday, July 2, 2008.
The SEC has a long-standing investor alert regarding mini-tender offers. The SEC noted that, in making these offers at below-market prices, bidders are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” (Website: www.sec.gov/investor/pubs/minitend.htm) The Canadian Securities Administrators also has a long-standing advisory, “Mini-Tender Offers - Watch Out For Mini-Tender Offers Below Market Price!”
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