XBiotech Commences Tender Offer to Purchase up to $80,000,000 Worth of Its Shares
17 Mai 2023 - 3:00PM
Xbiotech Inc. (NASDAQ: XBIT) (“Xbiotech”) announced today that it
commenced a “modified Dutch auction” issuer tender offer to
purchase up to $80,000,000 in value of its common shares, or such
lesser number of common shares as are properly tendered and not
properly withdrawn, at a price not greater than $4.00 nor less than
$3.80 per common share, to the seller in cash, less any applicable
withholding taxes and without interest (the “Offer”). The Offer is
made upon the terms and subject to the conditions described in an
offer to purchase dated May 17, 2023, the related letter of
transmittal and the website established for purposes of
effectuating the Offer. The closing price of XBiotech’s common
shares on the NASDAQ Global Select Market on May 17, 2023, the last
trading day before the commencement of the Offer, was $3.48 per
share. The Offer is scheduled to expire at 5:00 p.m., Eastern Time,
on June 15, 2023, unless the Offer is extended.
XBiotech believes that the Offer represents an efficient
mechanism to provide XBiotech’s shareholders with the opportunity
to tender all or a portion of their shares and thereby receive a
return of some or all of their investment in XBiotech if they so
elect. The Offer provides shareholders with an opportunity to
obtain liquidity with respect to all or a portion of their shares
without the potential disruption to XBiotech’s share price.
The Offer is not contingent upon obtaining any financing.
However, the Offer is subject to a number of other terms and
conditions, which are described in detail in the offer to purchase.
Specific instructions and a complete explanation of the terms and
conditions of the Offer are contained in the offer to purchase, the
letter of transmittal, the offer website and the related materials.
The offer to purchase, the letter of transmittal (which contains
information on how to access the offer website) and the related
materials are being mailed to shareholders of record.
None of XBiotech, the members of its board of directors
(including the Independent Committee of its board of directors who
authorized the Offer), the information agent or the depositary
makes any recommendation as to whether any shareholder should
participate or refrain from participating in the Offer or as to the
price or prices at which shareholders may choose to tender their
shares in the Offer.
Computershare Trust Company, N.A. will serve as the depositary
for the Offer and Georgeson LLC will serve as information agent for
the Offer. Shareholders with questions, or who would like to
receive additional copies of the Offer documents may call or email
the information agent for the Offer at (877) 278-4775 or
XBiotech@georgeson.com.
About XBiotech
XBiotech is a biosciences company dedicated to pioneering the
discovery, development and commercialization of therapeutic
antibodies based on its True HumanTM antibody proprietary
technology. XBiotech is currently advancing a pipeline of antibody
therapies to redefine the standards of care in oncology,
inflammatory conditions, and infectious diseases. Headquartered in
Austin, Texas, XBiotech is also leading the development of
innovative biotech manufacturing technologies designed to more
rapidly, cost-effectively and flexibly produce therapies urgently
needed by patients worldwide. For more information, visit
http://www.xbiotech.com.
Additional Information
and Where to
Find It
This communication is for informational purposes only. This
communication is not a recommendation to buy or sell XBiotech
common shares or any other securities, and it is neither an offer
to purchase nor a solicitation of an offer to sell XBiotech common
shares or any other securities. XBiotech has filed today a tender
offer statement on Schedule TO, including an offer to purchase,
letter of transmittal and related materials, with the United States
Securities and Exchange Commission (the “SEC”). The Offer will only
be made pursuant to the offer to purchase, letter of transmittal
and related materials filed as a part of the Schedule TO, and the
website established for purposes of effectuating the offer, in each
case as amended from time to time. Shareholders should read
carefully the offer to purchase, letter of transmittal and related
materials, as filed and as may be amended from time to time, and
the offer website, as may be amended from time to time, because
they contain important information, including the various terms of,
and conditions to, the Offer. Shareholders will be able to obtain a
free copy of the tender offer statement on Schedule TO, the offer
to purchase, letter of transmittal and other documents that
XBiotech has filed or will be filing with the SEC at the SEC’s
website at www.sec.gov or from XBiotech’s website at
www.xbiotech.com. In addition, free copies of these documents may
be obtained by contacting Georgeson LLC, the information agent for
the Offer, at (877) 278-4775 or XBiotech@georgeson.com.
Cautionary Note
Regarding Forward-Looking
Statements
This press release contains forward-looking statements,
including declarations regarding management's beliefs and
expectations that involve substantial risks and uncertainties. In
some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "would," "could,"
"expects," "plans," "contemplate," "anticipates," "believes,"
"estimates," "predicts," "projects," "intend" or "continue" or the
negative of such terms or other comparable terminology, although
not all forward-looking statements contain these identifying words.
Forward-looking statements are subject to inherent risks and
uncertainties in predicting future results and conditions that
could cause the actual results to differ materially from those
projected in these forward-looking statements. These risks and
uncertainties are subject to the disclosures set forth in the "Risk
Factors" section of certain of XBiotech’s SEC filings.
Forward-looking statements are not guarantees of future
performance, and XBiotech’s actual results of operations, financial
condition and liquidity, and the development of the industry in
which XBiotech operates, may differ materially from the
forward-looking statements contained in this press release. Any
forward-looking statements that XBiotech makes in this press
release speak only as of the date of this press release. XBiotech
assumes no obligation to update its forward-looking statements
whether as a result of new information, future events or otherwise,
after the date of this press release.
Contact
Wenyi Weiwwei@xbiotech.comTel: 512-386-2900
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