Express Scripts Recommends Rejection of TRC Capital's "Mini-Tender" Offer
Express Scripts Holding Company (NASDAQ: ESRX) today announced that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to 2 million shares of Express Scripts common stock, or approximately 0.24 percent of shares outstanding, at $55.75 per share, which is approximately 2.7 percent below the closing share price of Express Scripts common stock on April 8, 2013 ($57.27).
Express Scripts does not endorse TRC Capital's offer and recommends that Express Scripts stockholders reject the offer and not tender their shares in response to TRC Capital's unsolicited mini-tender offer. Express Scripts is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation.
This mini-tender offer is at a price below the current market price and is subject to numerous conditions. Express Scripts urges investors to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's mini-tender offer.
Express Scripts stockholders who have already tendered are advised that, as described in TRC Capital's Offer to Purchase document, they may withdraw their shares prior to the expiration of the offer, which is currently scheduled at 12:01 a.m. Eastern time on Thursday, May 2, 2013, unless extended.
TRC Capital has made similar, unsolicited mini-tender offers for shares of other publicly-traded companies. Mini-tender offers are designed to seek to acquire less than 5 percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission that apply to tender offers for more than 5 percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
On its website, the SEC states that mini-tender offers "have been increasingly used to catch investors off guard. Many 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. But they later learn that they cannot withdraw from the offer and may end up selling their securities at below-market prices."
For more information about mini-tenders, please visit the SEC website at: http://www.sec.gov/answers/miniten.htm
Express Scripts encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at: www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at: http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf
Express Scripts requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's offer.
About Express Scripts
Express Scripts manages more than a billion prescriptions each year for tens of millions of people. On behalf of our clients — employers, health plans, unions and government health programs — we make the use of prescription drugs safer and more affordable. We innovate to enhance patient care, reduce pharmacy-related waste and increase therapy adherence. Building on a strong clinical foundation, we apply our understanding of the behavioral sciences — an approach we call Consumerology® — to make it easier for people to choose better health.
Headquartered in St. Louis, Express Scripts provides integrated pharmacy benefit management services, including network-pharmacy claims processing, home delivery, specialty benefit management, benefit-design consultation, drug-utilization review, formulary management, and medical and drug data analysis services. The company also distributes a full range of biopharmaceutical products and provides extensive cost-management and patient-care services.
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