Arbutus also announced today that on
Shareholders wishing to tender to the Offer will be entitled to do so by making: (i) an auction tender for a specified price (the “Auction Price”) of not less than
The Company intends to pay for the Share repurchase with available cash on hand. The Offer is not conditioned upon the receipt of any financing or any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms and conditions described in the Offer to Purchase and Bid Circular, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials, which will be sent to shareholders promptly after commencement of the Offer.
Upon the terms and subject to the conditions of the Offer and promptly following the Expiration Date, the Company will determine a single price per Share (the "Purchase Price"), not less than
As of
Subject to applicable law, the Company expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open or to vary the terms and conditions of the Offer by giving written notice or oral notice to be confirmed in writing of such extension or variation to
The Offer will expire at
In accordance with the instructions to the Letter of Transmittal, shareholders desiring to tender Shares may do so pursuant to an Auction Tender, a Purchase Price Tender or a Proportionate Tender. Shareholders making an Auction Tender must specify the price or prices, not greater than
All Shares tendered by a shareholder who fails to specify any Auction Price for such shareholder’s Shares, or fails to indicate that such shareholder has tendered Shares pursuant to a Purchase Price Tender or a Proportionate Tender, will be considered to have been tendered pursuant to a Purchase Price Tender. A shareholder who makes an invalid Proportionate Tender, including by tendering an insufficient number of Shares to maintain such shareholder’s proportionate ownership interest in the Company following completion of the Offer, will be deemed to have made a Purchase Price Tender. Shareholders desiring to tender Shares must follow the procedures set forth in the Offer to Purchase and Bid Circular and in the Letter of Transmittal (and, if applicable, the Notice of Guaranteed Delivery).
The Purchase Price will be payable in
If the Auction Tender Purchase Amount is less than or equal to the Auction Tender Limit Amount, the Company will purchase at the Purchase Price all Shares so tendered pursuant to Auction Tenders at or below the Purchase Price and Purchase Price Tenders. If the Auction Tender Purchase Amount is greater than the Auction Tender Limit Amount, the Company will purchase a portion of the Shares so tendered pursuant to Auction Tenders at or below the Purchase Price and Purchase Price Tenders, as follows:
- first, the Company will purchase all Shares validly tendered at or below the Purchase Price by shareholders who own fewer than 100 Shares (the “Odd Lot Holders”) and who tender all of the Shares they own; and
- second, the Company will purchase at the Purchase Price, on a pro rata basis, that portion of the Shares tendered pursuant to Auction Tenders at or below the Purchase Price and Purchase Price Tenders having an aggregate purchase price, based on the Purchase Price, equal to (A) the Auction Tender Limit Amount, less (B) the aggregate amount paid by the Company for Shares tendered by Odd Lot Holders. Regardless of proration, the Company will purchase at the Purchase Price, payable in cash (subject to applicable withholding taxes, if any), a number of Shares from shareholders making valid Proportionate Tenders that results in such tendering shareholders maintaining their respective proportionate ownership interest in the Company following completion of the Offer (subject to nominal differences due to the quantity of Shares purchased from such shareholders being rounded down to the nearest whole number of Shares to avoid the purchase of fractional Shares). Shareholders making Proportionate Tenders will be prorated in a separate proration pool from shareholders making Auction Tenders and/or Purchase Price Tenders. Such proration will be based on the number of Shares necessary for such shareholders to maintain their existing ownership percentages. For purposes of the Offer, the Company will be deemed to have accepted for payment (and therefore purchased), Shares that are properly tendered at or below the Purchase Price selected by the Company and not properly withdrawn only when, as and if the Company gives oral or written notice to the Depositary of the Company’s acceptance of the Shares for payment pursuant to the Offer.
Payment for Shares taken up pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the share certificates for all Shares proposed to be taken up in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) or, in the case of a book-entry transfer, a Book-Entry Confirmation or an Agent's Message (each as defined in the Offer to Purchase and Bid Circular), as applicable, in lieu thereof relating to such Shares, with signatures that are guaranteed if so required in accordance with the Letter of Transmittal, and (ii) any other documents required by the Letter of Transmittal. Subject to applicable law, the Company will take up Shares validly deposited and not validly withdrawn pursuant to the Offer as soon as reasonably practicable following the Expiration Date and, in any event, not later than ten days after the Expiration Date provided that the conditions of the Offer have been satisfied or waived, and will pay for Shares taken up pursuant to the Offer promptly thereafter and, in any event, not later than three business days after such Shares have been taken up.
The Company expects to announce the preliminary results of the Offer, including price and preliminary information about any expected proration, on the business day following the Expiration Date of the Offer. Because of the difficulty in determining the number of Shares properly tendered and not properly withdrawn, including due to the guaranteed delivery procedures of the Offer, and because of the proration procedures applicable to the Offer, the Company expects that it will not be able to announce the final proration results until two business days after the Expiration Date of the Offer. The Company currently expects to accept for payment and pay for Shares validly deposited and not validly withdrawn on or about the third business day following the Expiration Date or promptly thereafter.
The accounting for the Company’s purchase of Shares in the Offer will result in a reduction of the Company’s total equity in an amount equal to the aggregate purchase price of the Shares the Company purchases, plus the fees related to the Offer, a corresponding reduction in cash and cash equivalents and a reduction in the weighted average number of outstanding Shares for the purposes of calculating earnings per share in an amount equal to the weighted average number of Shares that the Company repurchases pursuant to the Offer.
Deposits of Shares are irrevocable, except that Shares may be withdrawn by the shareholder (i) at any time if the Shares have not been taken up (i.e., accepted for purchase) by the Company before actual receipt by the Depositary of a notice of withdrawal in respect of such Shares, (ii) at any time before the expiration of ten days from the date that a notice of change or variation (unless (A) the variation consists solely of waiver of a condition of the Offer, or (B) the variation consists solely of an increase in the consideration offered for those Shares pursuant to the Offer where the time for deposit is not extended for greater than ten days) has been given in accordance with the terms of the Offer to Purchase and Bid Circular; or (iii) at any time if the Shares have been taken up but not paid for by the Company within three business days of being taken up. In addition, pursuant to Rule 13e-4(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Shares may also be withdrawn after
For a withdrawal to be effective, a written or printed copy of a notice of withdrawal must be actually received by the Depositary by the applicable date specified above at the place of deposit of the relevant Shares. Any such notice of withdrawal must be signed by or on behalf of the person who signed the Letter of Transmittal or Notice of Guaranteed Delivery in respect of the Shares being withdrawn or, in the case of Shares tendered in accordance with the procedures for book-entry transfer described in the Offer to Purchase and Bid Circular, any notice of withdrawal must be signed by such participant in the same manner as the participant’s name is listed on the applicable Book-Entry Confirmation or on the applicable Agent’s Message, and must specify the name of the person who deposited the Shares to be withdrawn, the name of the registered holder, if different from that of the person who deposited such Shares, and the number of Shares to be withdrawn. If the certificates for the Shares deposited pursuant to the Offer have been delivered or otherwise identified to the Depositary, then, prior to the release of such certificates, the depositing shareholder must submit the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase and Bid Circular), except in the case of Shares deposited by an Eligible Institution.
All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding, subject to a challenge of such determination in a court of competent jurisdiction. None of the Company, its Board of Directors, the Depositary,
The Company is making the Offer because it believes that the Offer is in the best interests of the Company and its shareholders. On
The tax consequences of participating in the Offer will depend on a shareholder's particular circumstances. Canadian resident shareholders who sell Shares pursuant to the Offer may be considered to receive a deemed dividend to the extent the amount paid for Shares exceeds the paid-up capital of such Shares for purposes of the Income Tax Act (
Our Board of Directors has authorized and approved the Offer, but neither Arbutus’ management, nor any of the members of its Board of Directors, executive officers, the Dealer Manager, the Information Agent or the Depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering their Shares in the Offer. Shareholders must decide how many Shares they will tender, if any, and, if desired, the price within the stated range at which they will tender their Shares. Shareholders should consult their own financial and tax advisors and read carefully and evaluate the information in, or incorporated by reference in, the Offer to Purchase and Bid Circular, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials, including the reasons for the Offer. Certain of our directors and executive officers have indicated that they intend to tender up to an aggregate of 682,630 Shares in the Offer through Purchase Price Tenders. Roivant Sciences Ltd. (“Roivant”) is the beneficial owner of 38,847,462 Shares, which represents approximately 19.6% of all issued and outstanding Shares as of
The information required to be disclosed by Rule 13e-4(d)(1) of the Exchange Act is contained in the Offer to Purchase and Bid Circular and is incorporated herein by reference. The Company is also filing with the
The Company is mailing the Offer to Purchase and Bid Circular, the Letter of Transmittal and Notice of Guaranteed Delivery to record holders of Shares whose names appear on the Company’s shareholder list, and will furnish the Offer to Purchase and Bid Circular and the related Letter of Transmittal to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares. The Offer is explained in detail in those materials.
Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager, at their respective addresses and telephone numbers set forth below. Please direct requests for copies of the Offer to Purchase and Bid Circular, the Letter of Transmittal or the Notice of Guaranteed Delivery to the Information Agent at the telephone number and address set forth below. Copies of the Offer to Purchase and Bid Circular, the Letter of Transmittal and other related materials will be furnished promptly by the Information Agent at the Company’s expense. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee or trust company for assistance concerning the Offer. Current and former employees of Arbutus with Shares held in a Shareworks at Morgan Stanley at Work (“Shareworks”) account should contact the Company’s Finance team at finance@arbutusbio.com for more information about how to tender their Shares held in such Shareworks account.
Additional Information Regarding the Tender Offer
This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Shares of
ARBUTUS SHAREHOLDERS ARE URGED TO READ CAREFULLY THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE AND BID CIRCULAR, THE LETTER OF TRANSMITTAL AND OTHER TENDER OFFER MATERIALS) BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER, THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER. QUESTIONS REGARDING THE TENDER OFFER MAY BE DIRECTED TO GEORGESON LLC AT (877) 816-4522 (TOLL FREE).
About Arbutus??
Arbutus Biopharma Corporation (Nasdaq: ABUS) is a clinical-stage biopharmaceutical company focused on infectious disease. The Company is currently developing imdusiran (AB-729) and an oral PD-L1 inhibitor (AB-101) for the treatment of chronic hepatitis B infection. The Company is also consulting closely with and supporting its exclusive licensee, Genevant Sciences, to protect and defend its intellectual property, which is the subject of on-going lawsuits against Pfizer/BioNTech for use of Arbutus’ patented LNP technology in their COVID-19 vaccines. For more information, visit www.arbutusbio.com.
Forward-Looking Statements and Information
This press release contains forward-looking statements and forward-looking information. Forward-looking statements in this press release include, but are not limited to: statements about the Offer, including the expected expiration, timing and completion of the Offer; the amount and pricing of the Offer; availability of funding for the Offer, the timing of the announcement of the preliminary and final results of the Offer and the time by which the Company will take up and pay for Shares tendered under the Offer; participation in the Offer or tender intentions of certain directors, executive officers and Roivant, the costs and expenses incurred in connection with the Offer; the Board of Directors’ belief that the Offer is in the best interests of the Company and its shareholders and the anticipated benefits of the Offer to tendering and non-tendering shareholders, including the expected increase in the relative percentage ownership interests of shareholders who do not participate in the Offer; the mailing of the Offer to Purchase and Bid Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery to shareholders, and other terms and conditions of the Offer, all of which involve known and unknown risks, uncertainties and other factors that may cause actual results and other events to be materially different from those expressed or implied in such forward-looking statements.
The forward-looking statements contained in this press release are subject to a number of material factors that could cause actual results to differ materially, including, the impact of share price volatility on the Offer the risk that the Offer will not be completed on the terms described in this press release (including the price range and number of Shares that Arbutus may purchase pursuant to the Offer), or at all; the risk that the conditions of the Offer are not satisfied or waived; developments or changes in general economic or market conditions, developments or changes in the securities markets; and developments or changes in our business, financial condition or cash flows.
A more complete discussion of the risks and uncertainties facing Arbutus appears in Arbutus’ Annual Report on Form 10-K for the most recent fiscal year as filed with the SEC, Arbutus’ Quarterly Reports on Form 10-Q and Arbutus’ continuous and periodic disclosure filings, which are available at www.sec.gov and at www.sedarplus.ca. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Arbutus undertakes no obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.

Arbutus Biopharma Corporationir@arbutusbio.comSource: Arbutus Biopharma Corporation
