Church & Dwight Recommends Shareholders Reject Below-Market Mini-Tender Offer from TRC Capital Corporation
24 May 2018 - 6:15AM
Business Wire
Church & Dwight Co., Inc. (NYSE:CHD) received notice of an
unsolicited “mini-tender” offer by TRC Capital Corporation to
purchase up to 2 million shares of Church & Dwight common
stock. The offer price of $44.05 per share is 4.49 percent below
the closing price of Church & Dwight’s common stock on May 18,
2018, the last trading day before the commencement of TRC Capital’s
offer.
Church & Dwight is in no way associated with TRC Capital or
its mini-tender offer and recommends that shareholders reject this
unsolicited offer because TRC Capital’s offer price is below the
current market price for Church & Dwight’s common stock.
Shareholders who may already have tendered their shares may
withdraw them by providing, prior to the expiration of the offer,
the written notice described in the TRC offering documents. The
offer is set to expire at 12:01 a.m. Eastern time on Monday, June
20, 2018, but TRC may extend this at its discretion.
Mini-tender offers seek less than 5 percent of a company’s
outstanding shares, which enables the offering company to avoid
many disclosure and procedural requirements of the U.S. Securities
and Exchange Commission (SEC) for tender offers.
On its website, the SEC has issued an alert regarding
mini-tender offers. This alert advises 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 is available at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Church & Dwight also encourages brokers and dealers, as well as
other market participants, to review the SEC’s letter regarding
broker-dealer mini-tender offer dissemination at
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
TRC has a history of undertaking mini-tender offers. Like its
prior offers, this mini-tender offer presents a risk to individual
investors, who may not realize they would be selling their shares
at a discount to the current market price. Church & Dwight
urges investors to get current stock quotes for their shares of
Church & Dwight common stock, consult their financial advisors
and exercise caution with respect to TRC’s offer.
Church & Dwight requests that a copy of this news release be
included with all distributions of materials related to TRC’s offer
for shares of Church & Dwight common stock.
About Church & Dwight
Church & Dwight Co., Inc. manufactures and markets a wide
range of personal care, household and specialty products under the
ARM & HAMMER brand name and other well-known trademarks.
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version on businesswire.com: https://www.businesswire.com/news/home/20180523006269/en/
Church & Dwight Co., Inc.Rick Dierker, 609-806-1200Chief
Financial Officer
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