Arbutus plans US$230m share tender offer

Arbutus Biopharma Corporation announced plans to launch a modified Dutch auction tender offer to repurchase up to US$230 million of its common shares. The company set a proposed purchase price range of not less than US$5.00 and not more than US$5.75 per share, payable in cash, less any applicable withholding taxes and without interest. The initiative focuses on returning capital directly to shareholders through a large, time-limited buyback program.

The offer is expected to commence on or about August 24, 2026 and, unless extended or terminated by the company, to expire on or about September 29, 2026. Within this window, shareholders will have the opportunity to tender their shares at prices within the specified range, subject to the final terms and conditions of the offer documents that will be distributed at launch.

Arbutus expects to fund the tender offer using its cash on hand. The company highlighted that its March 2026 settlement with Moderna (MRNA), and an initial payment received in July 2026 under that settlement, were important milestones in generating the financial resources now being returned to investors. Management framed the planned repurchase as a way to share the monetary benefits of this legal outcome with shareholders who supported the company during the process.

President and CEO Lindsay Androski said the company’s lipid nanoparticle technology played a key role in advancing nucleic acid-based therapeutics, underscoring the strategic importance of its intellectual property. She also stated that Arbutus, together with its exclusive licensee Genevant, intends to continue enforcing its rights against alleged infringers, including Pfizer (PFE) and BioNTech (BNTX).

The tender offer has not yet commenced and remains subject to obtaining certain exemptive relief under applicable securities laws in Canada and the United States. Arbutus has applied for this relief, which relates to a proportionate tender feature and certain extension requirements to be included in the offer. The company said it expects to commence the offer promptly after receiving the necessary approvals.

Once the offer begins, Arbutus plans to distribute an Offer to Purchase, an Issuer Bid Circular, a Letter of Transmittal, and other related documents to shareholders at no cost. It also intends to file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission and related materials with Canadian securities authorities, providing investors with full details of the transaction.

To support execution of the transaction, Arbutus has appointed J.P. Morgan Securities LLC as dealer-manager for the offer. Georgeson LLC will act as the information agent, handling shareholder inquiries and communications about the process. TSX Trust Company will serve as depositary, receiving and processing tendered shares in line with the final terms of the offer.

The company emphasized that the current announcement is for informational purposes only and does not itself constitute an offer to purchase or a solicitation of an offer to sell any common shares. Participation terms will be governed exclusively by the formal tender offer documents once the offer is officially launched.