GE (NYSE: GE) today announced that it received notice of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation (TRC Capital) to purchase up to 1,000,000 shares of GE common stock, which represents approximately 0.09% of the shares outstanding, at a price of $99.00 per share in cash. TRC Capital’s offer price is 4.62% less than the $103.80 closing price per share of GE’s common stock on September 24, 2021, the last trading day before the mini-tender offer commenced.
GE does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that GE shareholders do not tender their shares in the offer because the offer is at a price below the current market price for GE’s shares.
TRC Capital has included in the terms of its offer a condition that the closing price of GE’s shares must not decrease. As a result, unless TRC Capital decides to waive this condition, GE shareholders who tender their shares in the offer would receive a below-market price for GE’s shares through the tender offer. The offer is also subject to numerous conditions, including TRC’s ability to obtain sufficient financing to consummate the offer.
Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. GE recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m. New York City time, on October 26, 2021, according to TRC Capital’s offering documents.
Mini-tender offers seek to acquire less than five percent of a company's outstanding shares. Consequently, they can avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules that apply to offers for more than 5 percent of a company's outstanding shares.
The SEC has cautioned investors about mini-tender offers, stating that mini-tender offers “have been increasingly used to catch investors off guard,” and that investors “may end up selling their securities at below-market prices.” The SEC's guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
GE encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure available at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
GE requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer for shares of GE's common stock.
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Mary Kate Mullaney