FedEx Corporation Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Corporation
May 15 2018 - 06:55AM
Business Wire
On May 14, 2018, FedEx Corporation (NYSE: FDX) received notice
of an unsolicited “mini-tender” offer by TRC Capital Corporation
(“TRC Capital”) to purchase up to 1 million shares of FedEx common
stock, representing 0.37 percent of FedEx’s common stock
outstanding as of March 19, 2018. The offer price of $239.95 per
share in cash is 4.36 percent below the closing price of FedEx’s
common stock on May 11, 2018, the last trading day before the
commencement of TRC Capital’s offer.
FedEx does not endorse TRC Capital’s unsolicited mini-tender
offer and is not associated in any way with TRC Capital, its
mini-tender offer or its mini-tender offer documents.
Because TRC Capital’s offer price is below the current market
price for FedEx’s common stock, FedEx recommends that stockholders
do not tender their shares to TRC Capital. Stockholders who have
already tendered their shares may withdraw them at any time prior
to the expiration of the offer, which is currently scheduled for
12:01 a.m., New York City time, on Wednesday, June 13, 2018.
TRC Capital’s mini-tender offer seeks less than 5 percent of
FedEx’s outstanding common stock, thereby avoiding many disclosure
requirements and procedural protections of U.S. securities laws. In
a statement to investors, the Securities and Exchange Commission
(“SEC”) cautioned investors that some bidders make mini-tender
offers at below-market prices, saying it believes that these
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 guidance to investors on mini-tender offers is
available at http://www.sec.gov/investor/pubs/minitend.htm. TRC
Capital has made many similar unsolicited mini-tender offers for
shares of other public companies. FedEx 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
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Stockholders should obtain current market quotations for their
shares, consult with their broker or financial advisor, and
exercise caution with respect to TRC Capital’s mini-tender
offer.
FedEx requests that a copy of this news release be included with
all distributions of materials related to TRC Capital’s mini-tender
offer related to FedEx’s common stock.
Corporate Overview
FedEx Corp. (NYSE: FDX) provides customers and businesses
worldwide with a broad portfolio of transportation, e-commerce and
business services. With annual revenues of $64 billion, the company
offers integrated business applications through operating companies
competing collectively and managed collaboratively, under the
respected FedEx brand. Consistently ranked among the world’s most
admired and trusted employers, FedEx inspires its more than 425,000
team members to remain “absolutely, positively” focused on safety,
the highest ethical and professional standards and the needs of
their customers and communities. To learn more about how FedEx
connects people and possibilities around the world, please visit
about.fedex.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180515005759/en/
FedEx Corp.Media Contact:Jess Bunn, 901-818-7463orInvestor
Contact:Mickey Foster, 901-818-7468fedex.com
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