Exhibit (a)(5)(iii)
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Press release Stockholm, Sweden, May 25, 2023 | | |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.
Sobi commences tender offer for all outstanding shares of common stock of CTI BioPharma Corp.
Swedish Orphan Biovitrum AB (publ) (Sobi®) (STO:SOBI) today announced that it has commenced a tender offer through its indirect wholly owned subsidiary Cleopatra Acquisition Corp. (Cleopatra) to purchase all outstanding shares of common stock of CTI BioPharma Corp. (CTI), at a price of USD 9.10 per share in cash. The tender offer is being made pursuant to the Agreement and Plan of Merger announced on May 10, 2023, by and among Sobi, CTI, and Cleopatra.
Sobi filed today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO which sets forth in detail the terms of the tender offer. Additionally, CTI filed with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the unanimous recommendation of CTI’s board of directors for CTI stockholders to accept the tender offer and tender their shares.
Unless extended, the tender offer will expire at 12:00 midnight, Eastern Time, on June 24, 2023 (one minute after 11:59 p.m., Eastern Time, on June 23, 2023).
The closing of the tender offer will be subject to customary conditions, including the tender of shares which represent at least a majority of the total number of CTI’s outstanding shares of common stock and clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Sobi has received an irrevocable undertaking from certain entities affiliated with BVF Partners L.P. (BVF) to tender all of their shares of common stock, representing 6.7% of all outstanding shares of common stock. Upon the successful completion of the tender offer, Sobi would acquire any shares of CTI’s common stock not tendered through a second-step merger effected for the same consideration per share. The transaction is expected to close in Q3 2023.
The information agent for the tender offer is D.F. King & Co., Inc. (Information Agent). CTI stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials or who have questions regarding the tender offer should contact the Information Agent toll free at +1 888 280-6942.
Computershare Trust Company, N.A. is acting as depositary agent for the tender offer.
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Swedish Orphan Biovitrum AB (publ) SE-112 76 Stockholm, Sweden Visiting address: Tomtebodavägen 23A, Solna, Sweden +46 8 697 20 00 | info@sobi.com | sobi.com | | 1 | 3 |