Regulatory Alerts2026-08-21
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SEC Division of Corporation Finance no-action letter: Arbutus Biopharma Corporation
The Division of Corporation Finance grants Arbutus Biopharma Corporation an exemption from Exchange Act Rule 13e-4(f)(3). This relief permits the Company to include a Proportionate Tender option in its modified Dutch auction tender offer. The mechanism addresses the disproportionate influence of the Company’s largest shareholder on the Purchase Price and aggregate shares purchased. The exemption is based on representations that Canadian law requires the offeror to extend the same bid and terms to all holders, including majority shareholders.
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Aug. 21, 2026
Response of the Office of Mergers and Acquisitions Division of Corporation Finance
August 21, 2026
Via Email
Stephen Nicolai
Hogan Lovells Cadwalader US LLP stephen.nicolai@hlc.com
Re: Arbutus Biopharma Corporation Issuer Tender Offer Request for Exemptive Relief from Exchange Act Rule 13e-4(f)(3)
Dear Mr. Nicolai:
We are responding to your letter requesting exemptive relief dated August 21, 2026 and addressed to Tiffany Posil and Shane Callaghan. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Canadian counsel. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter dated August 21, 2026.
Based on the facts and representations in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rule 13e-4(f)(3). The exemption from Exchange Act Rule 13e-4(f)(3) permits the Company to provide a Proportionate Tender option in its modified Dutch auction tender offer. The Proportionate Tender mechanism is intended to mitigate the disproportionate influence that the Company’s largest shareholder could have in establishing the Purchase Price and the aggregate number of shares to be purchased in the Offer. We also note your representation that Canadian law requires an offeror such as the Company to make an issuer bid to all holders subject to such bid by sending the same bid and on the same terms to each such holder, including any majority or major shareholders.
The exemptive relief provided is based on the representations made to the Division in your letter. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.
Sincerely,
/s/ Tiffany Posil
Tiffany Posil
Chief, Office of Mergers & Acquisitions Division of Corporation Finance
Last Reviewed or Updated: Aug. 21, 2026
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