Constellation Urges Shareholders to Reject “Mini-Tender” Offer by TRC Capital
06 April 2022 - 10:00PM
Business Wire
Securities and Exchange Commission cautions
investors about such offers, which are often below market price
Constellation (Nasdaq: CEG), America’s largest producer of
carbon-free energy, is recommending that investors reject a
“mini-tender” offer by TRC Capital Investment Corp. (TRC), a
Canadian investment firm. Constellation received notification of an
unsolicited mini-tender offer by TRC dated April 1, 2022, to
purchase up to 2 million shares of Constellation common stock at a
price that was 4.26 percent below Constellation’s common stock
share price on the Nasdaq Stock Market on the date of the offer.
The target number of shares is less than 1 percent (0.61%) of
Constellation’s outstanding shares.
Constellation does not endorse TRC's mini-tender offer and
recommends that its stockholders do not tender their shares in
response to the offer because the price is lower than the current
market price for Constellation’s shares. Stockholders who have
already tendered their shares may withdraw them at any time prior
to the expiration of the offer, in accordance with the terms of
TRC’s offer. The offer is currently scheduled to expire at 12:01
a.m. Eastern Time on May 4, 2022, though TRC may extend the
offering period at its discretion.
Mini-tender offers typically aim to acquire less than five
percent of a company's outstanding shares, thereby avoiding many
investor protections, including the disclosure and procedural
requirements of the Securities and Exchange Commission (SEC) that
apply to larger tender offers under United States securities laws.
TRC has a history of making similar mini-tender offers for shares
of publicly traded companies.
Constellation urges stockholders to obtain current market quotes
for their shares, review the conditions to TRC's mini-tender offer,
consult with their brokers or financial advisors and exercise
caution with respect to this mini-tender offer. Constellation is
not associated with TRC, its mini-tender offer or the offer
documentation.
The SEC has cautioned investors about these offers, noting that
some bidders make mini-tender offers at below-market prices, hoping
that they will “catch investors off guard if the investors do not
compare the offer price to the current market price." The SEC's
Tips for Investors regarding mini-tender offers may be found on the
SEC's website at www.sec.gov/investor/pubs/minitend.htm.
Constellation requests that a copy of this press release be
included with all distributions of materials relating to TRC's
mini-tender offer.
About Constellation
Constellation is the nation’s largest producer of carbon-free
energy and the leading competitive retail supplier of power and
energy products and services for homes and businesses across the
United States. Headquartered in Baltimore, its generation fleet
powers more than 20 million homes and businesses and is helping to
accelerate the nation’s transition to clean energy with more than
32,400 megawatts of capacity and annual output that is 90 percent
carbon-free. Constellation has set a goal to eliminate 100 percent
of its greenhouse gas emissions by leveraging innovative technology
and enhancing its diverse mix of hydro, wind and solar resources
paired with the nation’s largest carbon-free nuclear fleet.
Constellation’s family of retail businesses serves approximately 2
million residential, public sector and business customers,
including three-fourths of the Fortune 100. Learn more at
www.constellationenergy.com or on Twitter at @ConstellationEG.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220405006242/en/
Emily Duncan Investor Relations
investorrelations@constellation.com
Paul Adams Corporate Communications 410-470-9700
paul.adams@constellation.com
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