Gilead to shareholders: Say no to mini-tender offer by TRC

FOSTER CITY, Calif. — Drug maker Gilead acknowledged the receipt of an unsolicited mini-tender offer by TRC Capital.

Gilead said that TRC seeks to purchase up to 3 million shares of the company at a price of $37.25 per share, or about $111.75 million. The drug maker said it is recommending shareholders reject the bid, stating that the offer is priced below the current market price for Gilead shares and is subject to numerous conditions. As of March 2, TRC's offer price represented approximately a 4.56% discount to the $39.03 closing price of Gilead common stock.

Mini-tender offers are designed to acquire less than 5% of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission that apply to offers for more than 5% of a company's outstanding shares.