DowDuPont™ Recommends Rejection of TRC Capital’s “Mini-Tender” Offer
30 March 2018 - 10:07AM
Business Wire
DowDuPont™ (NYSE:DWDP) today announced that it has been notified
of an unsolicited “mini-tender" offer by TRC Capital Corporation to
purchase up to 2 million shares, or approximately 0.09 percent of
outstanding shares, of DowDuPont Inc.’s common stock at $60.25 per
share, which was approximately 4.46 percent below the closing
share price of DowDuPont’s common stock on March 23, 2018
($63.06), the last trading day prior to the date of TRC
Capital’s mini-tender offer, and approximately 5.4 percent below
the closing share price of DowDuPont common stock on March 29, 2018
($63.71), the day of this release.
DowDuPont does not endorse TRC Capital’s offer and recommends
that DowDuPont stockholders reject the offer and not tender their
shares in response to TRC Capital’s unsolicited mini-tender offer.
This mini-tender offer is at a price below the market price for
DowDuPont shares (as of today’s date) and is subject to numerous
conditions, including TRC Capital’s ability to obtain financing.
DowDuPont is not associated in any way with TRC Capital, its
mini-tender offer or the offer documentation.
TRC Capital has made similar, unsolicited mini-tender offers for
shares of other publicly-traded companies. Mini-tender offers are
designed to seek to acquire less than 5 percent of a company's
outstanding shares, thereby avoiding many disclosure and procedural
requirements of the Securities and Exchange Commission (“SEC”) that
apply to tender offers for more than 5 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 at www.sec.gov/investor/pubs/minitend.htm. 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’re selling
their shares at a discount. DowDuPont urges investors to obtain
current market quotations for their shares, review the conditions
to the offer, consult with their broker or financial advisor and to
exercise caution with respect to TRC Capital’s mini-tender
offer.
DowDuPont 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.
New York City time on Wednesday, April 25, 2018.
DowDuPont 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 at
www.sec.gov/divisions/marketing/minitenders/sia072401.htm 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 at
http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
DowDuPont requests that a copy of this press release be included
with all distributions of materials relating to TRC Capital's
offer.
About DowDuPont
DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow
Chemical Company and DuPont with the intent to form strong,
independent, publicly traded companies in agriculture, materials
science and specialty products sectors that will lead their
respective industries through productive, science-based innovation
to meet the needs of customers and help solve global challenges.
For more information, please visit us at www.dow-dupont.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180329006307/en/
DowDuPontInvestors:Greg
Friedmangreg.friedman@dupont.com+1 302-774-4994orNeal
Sheoreynrsheorey@dow.com+1 989-636-6347orMedia:Rachelle
Schikorraryschikorra@dow.com+1 989-638-4090orDan
Turnerdaniel.a.turner@dupont.com+1 302-996-8372
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