WARMINSTER, PA — Arbutus Biopharma Corporation (Nasdaq: ABUS) will retire 46 million shares for $230 million after completing an oversubscribed tender offer, reducing its outstanding share count by about 23% as the clinical-stage biotechnology company returns capital to shareholders.
Arbutus accepted the shares at $5 apiece, the bottom of the $5 to $5.75 range established for the modified Dutch auction. The tender offer expired Sept. 29.
The repurchase represents approximately 23% of the shares outstanding immediately before completion of the offer. Arbutus expects about 153.3 million shares to remain outstanding afterward.
Demand exceeded the number of shares the company was prepared to purchase. About 65.7 million shares were validly tendered through auction tenders at or below the final purchase price and through purchase-price tenders, including shares submitted through guaranteed delivery.
As a result, most shareholders in those categories will have approximately 55.6% of their tendered shares purchased. Odd-lot tenders were exempt from proration, while shares offered above the $5 purchase price were not accepted.
Another 9.3 million shares were accepted through proportionate tenders in a separate pool and were not subject to proration.
Roivant Sciences Ltd., which owned about 38.8 million Arbutus shares, or 19.5% of the company, participated through a proportionate tender. The structure allows Roivant to maintain an approximately 19.5% ownership interest after the buyback.
Arbutus has delivered the aggregate purchase price to TSX Trust Company, the depositary handling the offer. Payments and settlement with shareholders are expected on or about Oct. 5.
Shares not purchased because of proration, tender prices above $5 or invalid tenders will be returned to shareholders.
For Canadian tax purposes, Arbutus does not expect dispositions under the tender offer to result in a deemed dividend under the Income Tax Act. The company advised shareholders to consult their own tax advisers regarding individual consequences.
The offer was detailed in Arbutus’ Aug. 24 issuer bid documents. Those materials are available through SEDAR+ at www.sedarplus.ca and the U.S. Securities and Exchange Commission’s EDGAR system at www.sec.gov.
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