On March 6, 2023 Corcept Therapeutics Incorporated (Nasdaq: CORT) ("Corcept"), a commercial-stage company engaged in the discovery and development of medications to treat severe endocrine, oncologic, metabolic and neurological disorders by modulating the effects of the hormone cortisol, reported that it has commenced a modified Dutch Auction tender offer for the purchase of up to 7,500,000 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(each, a "Share," and collectively, "Shares") or such lesser number of Shares as are properly tendered and not properly withdrawn, at a price not greater than $22.00 per Share nor less than $19.25 per Share, to be paid to the seller in cash less any applicable withholding taxes (Press release, Corcept Therapeutics, MAR 6, 2023, https://ir.corcept.com/news-releases/news-release-details/corcept-therapeutics-announces-commencement-tender-offer-0 [SID1234628187]). 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.
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The closing price of the Shares on The Nasdaq Stock Market on March 3, 2023, the last full trading day before the start of the tender offer, was $19.20 per Share. The tender offer is scheduled to expire one minute after 11:59 P.M., New York City Time, March 31, 2023, 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 3,000,000 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 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 Piper Sandler & Co. D.F. King & Co., Inc. is serving as the information agent for the tender offer and Continental Stock Transfer & Trust Company is serving as the depositary. For all questions relating to the tender offer, please contact the information agent, D.F. King & Co., Inc. at [email protected] or call toll-free at 1 (800) 821-8781, or call the dealer manager, Piper Sandler & Co. at (312) 267-5100.