ExxonMobil Recommends Shareholders Reject the Below-Market Mini-Tender Offer by TRC Capital Corporation
March 24 2017 - 5:00PM
Business Wire
Exxon Mobil Corporation (NYSE:XOM) today announced that it has
received notice of an unsolicited mini-tender offer by TRC Capital
Corporation to purchase up to 2 million shares of ExxonMobil common
stock, which represents approximately 0.05 percent of the shares
outstanding as of the March 13, 2017 offer date. TRC Capital’s
offer price of $78 per share is approximately 4.42 percent lower
than the $81.61 closing share price of ExxonMobil’s common stock on
March 10, 2017 – the business day prior to the date of the
offer.
ExxonMobil recommends that stockholders do not tender their
shares in response to TRC Capital’s offer because the offer is at a
price below the current market price for ExxonMobil’s shares and
subject to numerous conditions. ExxonMobil is not affiliated or
associated in any way with TRC Capital, its mini-tender offer or
the offer documentation.
TRC Capital has made many similar mini-tender offers for shares
of other companies. Mini-tender offers seek to acquire less than 5
percent of a company’s shares outstanding, thereby avoiding many
disclosure and procedural requirements of the U.S. Securities and
Exchange Commission (SEC) that apply to offers for more than 5
percent of a company’s shares outstanding. As a result, mini-tender
offers do not provide investors with the same level of protections
as provided by larger tender offers under U.S. securities laws.
The SEC has cautioned investors that some bidders making
mini-tender offers at below-market prices are “hoping that they
will catch investors off guard if the investors do not compare the
offer price to the current market price.” More on the SEC’s
guidance to investors on mini-tender offers is available at
www.sec.gov/investor/pubs/minitend.htm.
ExxonMobil urges investors to obtain current market quotations
for their shares, to consult with their broker or financial advisor
and to exercise caution with respect to TRC Capital’s offer.
ExxonMobil recommends that shareholders who have not responded to
TRC Capital’s offer take no action. Shareholders who have already
tendered their shares may withdraw them at any time prior to the
expiration of the offer, in accordance with TRC Capital’s offering
documents. The offer is currently scheduled to expire at 12:01 a.m.
Eastern Time on Tuesday, April 11, 2017. TRC Capital may extend the
offering period at its discretion.
ExxonMobil 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 at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
ExxonMobil 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 ExxonMobil shares of common stock.
About ExxonMobil
ExxonMobil, the largest publicly traded international oil and
gas company, uses technology and innovation to help meet the
world’s growing energy needs. ExxonMobil holds an industry-leading
inventory of resources, is the largest refiner and marketer of
petroleum products, and its chemical company is one of the largest
in the world. For more information, visit www.exxonmobil.com or
follow us on Twitter www.twitter.com/exxonmobil.
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