On February 19, 2020 XBiotech Inc. (NASDAQ: XBIT) ("XBiotech") reported the final results of its "modified Dutch auction" tender offer, which expired at 5:00 p.m., New York City time, on February 12, 2020 (Press release, XBiotech, FEB 19, 2020, View Source [SID1234554515]).
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Based on the final count by American Stock Transfer & Trust Co., LLC, the depositary for the tender offer, a total of 40,007,286 common shares, no par value, were properly tendered and not properly withdrawn at or below the maximum purchase price of $33.00 per share. Not all shares tendered through notice of guaranteed delivery were delivered within the required settlement period.
XBiotech has accepted for purchase 14,000,000 common shares at a price of $30.00 per share, for an aggregate cost of approximately $420 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 32.67 percent of the common shares outstanding. The final proration factor for shares that XBiotech has purchased pursuant to the tender offer is approximately 33.25 percent.
To assist shareholders in determining the tax consequences of the tender offer, XBiotech estimates that for purposes of the Income Tax Act (Canada), the paid-up capital per common share was approximately C$8.45 and the "specified amount" (for purposes of subsection 191(4) of the Income Tax Act (Canada)) was C$28.90 as of February 18, 2020. In addition, for purposes of the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends, XBiotech designates the entire amount of the deemed dividend arising from its purchase of shares pursuant to the tender offer as an eligible dividend.
Shareholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, D.F. King & Co., Inc., at (212) 269-5550 (banks and brokers) or (866) 856-3065 (all others).
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