Hot Features
Premium
Customisable watchlists with full streaming quotes from leading exchanges, such as LSE, NASDAQ, NYSE, AMEX, Bovespa, BIT and more.
Why so?
UPS (NYSE: UPS) has received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation to purchase up to 1,500,000 shares of UPS’s Class B common stock, or approximately 0.2% of the outstanding Class B shares as of February 18, 2015.
TRC Capital’s unsolicited “mini-tender” offer price of $95.25 per share is approximately 4.4% below the $99.67 per share closing price of UPS’s Class B common stock on March 12, 2015.
UPS is issuing this press release in an effort to ensure that UPS shareowners are made aware of the potential adverse consequences of participating in the TRC offer. The company wants shareowners to be well informed so they are able to make prudent decisions about their share ownership.
UPS said in a statement that it does not endorse this unsolicited “mini-tender” offer and recommends that shareowners reject the offer and do not tender their shares for the following reasons.
The “mini-tender” offer is being made at a price below market value, as described above, and is subject to numerous conditions. TRC Capital’s offer states that it may terminate the offer if, among other things, there is a decrease in the market price of UPS shares or if TRC Capital is unable to obtain sufficient financing as needed to consummate the offer. The tender offer also stipulates that shareowners must tender their shares for potential purchase by TRC and once tendered, unless successfully withdrawn, shareowners may be unable to sell those shares until April 20, the final withdrawal date. UPS encourages shareowners to read carefully all conditions in the tender offer.
TRC Capital has made similar “mini-tender” offers for the shares of other companies and many have also publicly recommended that their shareowners decline to tender shares for the same reasons explained above. “Mini-tender” offers are designed to seek less than five percent of a company’s outstanding shares, thereby avoiding disclosure and procedural requirements of the U.S. Securities and Exchange Commission (the “SEC”) that are designed to protect investors.
The SEC has cautioned investors about “mini-tender” offers. Among other warnings, the SEC notes that “bidders make mini-tender offers at below-market prices, hoping they will catch investors off guard” and that “bidders in mini-tender offers sometimes fail to provide prompt payment, sometimes delaying for weeks or months.” UPS encourages shareowners to review the SEC’s tips for investors regarding “mini-tender” offers and their risks, available on the SEC’s website at: http://www.sec.gov/investor/pubs/minitend.htm.
UPS is not associated with TRC Capital, its “mini-tender” offer or the offer documentation. UPS urges shareowners to obtain market quotations for their shares, consult their financial advisors, and exercise caution with respect to TRC Capital’s “mini-tender” offer.
