Hormel Foods Recommends Stockholders Reject Unsolicited Below-Market Price Mini-Tender Offer by TRC Capital Corporation
September 28 2016 - 04:47PM
Business Wire
Hormel Foods Corporation (NYSE:HRL) (the “Company”) today
announced that it received notice of an unsolicited “mini-tender”
offer made by TRC Capital Corporation (“TRC Capital”) to Hormel
Foods stockholders to purchase up to 3,000,000 shares of Company
common stock at a price of $36.25 per share. TRC Capital’s offer
price represents a discount of $1.62 per share, or 4.28 percent,
below the Company’s closing price of $37.87 on September 23, 2016,
the day prior to the date of the offer. The offer is for
approximately 0.57% of the outstanding shares of the Company’s
common stock.
The Company does not endorse this unsolicited mini-tender offer
and recommends that stockholders do not tender their shares because
the offer price is below the Company’s current share price. The
Company urges stockholders to obtain current market quotations for
their shares of Company common stock, consult with their financial
advisor and exercise caution with respect to TRC Capital’s
offer.
The Securities and Exchange Commission (the “SEC”) has issued an
investor alert regarding mini-tender offers, noting that in making
the offers at below-market prices “bidders are 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 investor alert
can be found on the SEC Web site at
http://www.sec.gov/investor/pubs/minitend.htm.
According to the SEC, mini-tender offers are for less than 5
percent of a company’s stock and typically do not provide the same
investor protections required of larger tender offers, including
the filing of disclosure and other tender offer documents with the
SEC and other procedures mandated by U.S. securities laws. TRC
Capital has made many similar unsolicited mini-tender offers for
shares of other public companies.
Hormel Foods stockholders who already have tendered their shares
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, currently scheduled for 12:01
a.m. New York City time on October 25, 2016.
The Company 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, which
can be found on the SEC Web site
at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
The Company requests that a copy of this news release be
included with all distributions of materials relating to TRC
Capital’s mini-tender offer related to shares of Company common
stock.
About Hormel FoodsHormel Foods Corporation, based in
Austin, Minn., is a multinational manufacturer and marketer of
consumer-branded food and meat products, many of which are among
the best known and trusted in the food industry. Hormel Foods,
which leverages its extensive expertise, innovation and high
competencies in pork and turkey processing and marketing to bring
branded, value-added products to the global marketplace, is
celebrating its 125th anniversary in 2016. The company is a member
of the Standard & Poor's (S&P) 500 Index, S&P 500
Dividend Aristocrats, and was named one of “The 100 Best Corporate
Citizens” by Corporate Responsibility Magazine for the eighth year
in a row. Hormel Foods also received a perfect score on the 2016
Human Rights Campaign Foundation’s Corporate Equality Index, was
recognized on the 2016 Best for Vets Employers List by Military
Times, and was named one of the 2016 Best Companies for Leaders by
Chief Executive magazine. The company enjoys a strong reputation
among consumers, retail grocers, foodservice and industrial
customers for products highly regarded for quality, taste,
nutrition, convenience and value. For more information, visit
http://www.hormelfoods.com and http://2015csr.hormelfoods.com/.
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version on businesswire.com: http://www.businesswire.com/news/home/20160928006490/en/
Hormel Foods CorporationMedia Contact:Wendy A. Watkins,
507-437-5345media@hormel.comorInvestor Contact:Nathan P. Annis,
507-437-5248ir@hormel.com
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