Corcept Therapeutics Announces Commencement of Tender Offer to Purchase up to 10 Million Shares of its Common Stock

Rhea-AI Summary

Corcept Therapeutics (CORT) announced a modified Dutch Auction tender offer to purchase up to 10 million shares at prices between $20.75 and $23.75 per share. This offer is aimed at maximizing stockholder value and allows investors to sell their shares back to the company. The tender offer will expire on December 7, 2021, unless extended. At the close of trading on November 5, 2021, CORT shares were priced at $20.68. The offer is contingent upon at least three million shares being submitted. Specific terms are detailed in the offer documentation.

Positive

• Initiating a tender offer for up to 10 million shares demonstrates a commitment to shareholder value.
• Tender offer price range ($20.75 - $23.75) is above the last trading price, potentially providing liquidity for investors.

Negative

• The tender offer is contingent on a minimum of three million shares being tendered, which introduces uncertainty regarding the completion of the offer.
• Potential market volatility and external factors could affect the success of the tender offer.

MENLO PARK, Calif., Nov. 08, 2021 (GLOBE NEWSWIRE) -- Corcept Therapeutics Incorporated (NASDAQ: CORT) (“Corcept”) a commercial-stage company engaged in the discovery and development of drugs to treat severe metabolic, oncologic and psychiatric disorders by modulating the effects of cortisol, today announced that it has commenced a modified Dutch Auction tender offer for the purchase of up to 10 million shares of Corcept’s common stock, par value $0.001 per share (each, a “Share,” and collectively, “Shares”) or such lesser number of Shares as are properly tendered and not properly withdrawn, at a price not greater than $23.75 per Share nor less than $20.75 per Share, to be paid to the seller in cash less any applicable withholding taxes. The tender offer is made in accordance with the terms and subject to the conditions described in the offer to purchase, the related letter of transmittal and other related materials, as each may be amended or supplemented from time to time.

The closing price of the Shares on The Nasdaq Stock Market on November 5, 2021, the last full trading day before the start of the tender offer, was $20.68 per Share. The tender offer is scheduled to expire one minute after 11:59 P.M., New York City Time, December 7, 2021, unless the offer is extended or terminated.

Corcept believes that the repurchase of Shares pursuant to the tender offer is consistent with its long-term goal of maximizing stockholder value and that the tender offer is an efficient way to give stockholders the opportunity to receive a return of their investment by tendering some or all of their Shares.

The tender offer is contingent upon at least three million Shares being tendered. The tender offer is also subject to terms and conditions, which are described in detail in the offer to purchase. Specific instructions and a complete explanation of the terms and conditions of the tender offer are contained in the offer to purchase, the related letter of transmittal and other related materials, which will be mailed to stockholders of record promptly.

None of Corcept, the members of its Board of Directors, the dealer manager, the financial advisor, the information agent or the depositary for the tender offer makes any recommendation as to whether or not any stockholder should participate in the tender offer or as to the purchase price or purchase prices at which stockholders may choose to tender their Shares.

The sole dealer manager for the tender offer is Truist Securities, Inc. D.F. King is serving as the information agent for the tender offer and Continental Stock Transfer & Trust Company is serving as the depositary. Canaccord Genuity LLC is serving as a financial advisor. For all questions relating to the tender offer, please contact the information agent, D.F. King & Co., Inc. at cort@dfking.com or call toll-free at 1 (800) 431-9646, or call the dealer manager, Truist Securities, Inc. at 1 (404) 926-5832.

About Corcept Therapeutics

Corcept is a commercial-stage company engaged in the discovery and development of drugs to treat severe metabolic, oncologic and psychiatric disorders by modulating the effects of the hormone cortisol. Korlym^® was the first drug approved by the U.S. Food and Drug Administration for patients with Cushing’s syndrome. Corcept has discovered a large portfolio of proprietary compounds that selectively modulate the effects of cortisol. The company owns extensive United States and foreign intellectual property covering the composition of its selective cortisol modulators and the use of cortisol modulators to treat a variety of serious disorders.

Additional Information Regarding the Tender Offer

This press release is for informational purposes only. It is not a recommendation to buy or sell Shares or any other securities of Corcept, and is neither an offer to purchase nor a solicitation of an offer to sell Shares.

Today, Corcept will be filing with the United States Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and related materials, The tender offer will only be made pursuant to the offer to purchase, the related letter of transmittal and other related materials filed as part of the issuer tender offer statement on Schedule TO, in each case as may be amended or supplemented from time to time. Stockholders should read carefully the offer to purchase, the related letter of transmittal and other related materials because they contain important information, including the various terms of, and conditions to, the tender offer.

Stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, the related letter of transmittal and related materials at the SEC’s website at www.sec.gov. In addition, free copies of these documents may be obtained by contacting D.F. King & Co., Inc., the information agent for the tender offer, toll-free at 1 (800) 431-9646.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the completion, timing and size of the tender offer. Forward-looking statements represent Corcept’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Corcept’s common stock and risks relating to Corcept’s business, including those described in periodic reports that Corcept files from time to time with the SEC. Corcept may not consummate the tender offer described in this press release and, if the tender offer is consummated, cannot provide any assurances regarding the final terms of the tender offer. The forward-looking statements included in this press release speak only as of the date of this press release, and Corcept does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

CONTACT:
Corcept Therapeutics
Investor Relations
ir@corcept.com
www.corcept.com

FAQ

What is the purpose of Corcept Therapeutics' tender offer?

Corcept's tender offer aims to repurchase up to 10 million shares to maximize shareholder value.

What are the share prices involved in Corcept's tender offer?

The tender offer price ranges from $20.75 to $23.75 per share.

When does Corcept's tender offer expire?

The tender offer is set to expire on December 7, 2021.

What was the stock price of Corcept Therapeutics before the tender offer?

The closing stock price on November 5, 2021, was $20.68.

How many shares need to be tendered for Corcept's offer to be valid?

At least three million shares must be tendered for the offer to proceed.