SAN JOSE, Calif., Feb. 21, 2020 /PRNewswire/ -- Xilinx, Inc.
(NASDAQ: XLNX) today announced that it has been notified of an
unsolicited "mini-tender" offer by TRC Capital Investment
Corporation to purchase up to 1.5 million shares of its common
stock (approximately 0.6 percent of outstanding shares) at
$81.75 per share.
The offer price is approximately 4.52 percent below the
$85.62 per share price that Xilinx
common stock closed at on February 7,
2020 – the last trading day prior to the date when TRC
Capital commenced its mini-tender offer – and is approximately 8.95
percent below the $89.79 per share at
which Xilinx common stock closed on February
20, the day prior to this release.
Xilinx does not endorse TRC Capital's unsolicited offer and
recommends that Xilinx stockholders reject the offer and not tender
their shares in response to it. Not only is the mini-tender offer
at a price below the market price for Xilinx shares, as of today's
date, it is also subject to numerous conditions, including TRC
Capital's ability to obtain financing. Xilinx is not associated in
any way with TRC Capital, its mini-tender offer or the offer
documentation, nor did Xilinx have advance notice of this
mini-tender offer.
TRC Capital has made numerous similar, unsolicited mini-tender
offers for shares of other publicly traded companies. Mini-tender
offers are designed to seek to acquire less than five percent of a
company's outstanding shares, thereby avoiding many disclosure and
procedural requirements of the Securities and Exchange Commission
("SEC"), which applies to tender offers for more than five percent
of a company's outstanding shares. As a result, mini-tender offers
do not provide investors with the same level of protections as
provided by larger tender offers under United States securities laws.
The SEC's guidance to investors on mini-tender offers is
available here. This alert advises that mini-tender offers "have
been increasingly used to catch investors off guard. Many investors
who hear about mini-tender offers surrender their securities
without investigating the offer, assuming that the price offered
includes the premium usually present in larger, traditional tender
offers. But they later learn that they cannot withdraw from the
offer and may end up selling their securities at below-market
prices."
Like TRC Capital's other offers, this one puts individual
investors at risk because they may not realize they are selling
their shares at a discount. Xilinx urges investors to obtain
current market quotations for their shares, review the conditions
to the offer, consult with their broker or financial adviser and to
exercise caution with respect to TRC Capital's mini-tender
offer.
Xilinx stockholders who have already tendered are advised that
they may withdraw their shares by providing the written notice
described in the TRC Capital offering documents prior to the
expiration of the offer, which is currently scheduled at
12:01 a.m. Eastern Daylight
Time on Wednesday, March
11.
Xilinx requests that a copy of this press release be included
with all distributions of materials relating to TRC Capital's
offer.
Xilinx encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosures here, and the NASD
Notice to Members 99-53 issued in July
1999 regarding guidance to members forwarding mini-tender
offers to their customers, which can be found here.
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About Xilinx
Xilinx develops highly flexible and adaptive processing platforms
that enable rapid innovation across a variety of technologies -
from the endpoint, to the edge, to the cloud. Xilinx is the
inventor of the FPGA, hardware programmable SoCs and the ACAP,
designed to deliver the most dynamic processor technology in the
industry and enable the adaptable, intelligent and connected world
of the future. For more information, visit www.xilinx.com.
© Copyright 2020 Xilinx, Inc. Xilinx, the Xilinx logo and
other designated brands included herein are trademarks of Xilinx in
the United States and other countries.
PR Contact:
Tara Sims
media@xilinx.com
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SOURCE Xilinx, Inc.