Travelers Recommends Shareholders Reject TRC Capital’s “Mini-Tender” Offer
September 01 2020 - 6:23PM
Business Wire
The Travelers Companies, Inc. (NYSE: TRV) today announced it has
been notified that TRC Capital Investment Corporation (TRC Capital)
has made an unsolicited “mini-tender” offer to purchase up to
1,000,000 shares of Travelers’ common stock at $106.75 per share.
This offer price is approximately 4.5% below the closing share
price of Travelers’ common stock on Aug. 21, 2020 ($111.83), the
last trading day prior to the date of the offer, and approximately
6.9% below the closing price of Travelers’ common stock on Sept. 1,
2020 ($114.69).
Travelers does not endorse TRC Capital’s offer and recommends
that Travelers shareholders not tender their shares in response to
the offer. The company is not affiliated with TRC Capital, its
mini-tender offer or its mini-tender offer documents. In addition
to having an offer price that is below the current market price for
Travelers’ shares, TRC Capital’s mini-tender offer is subject to
numerous conditions, including TRC Capital’s ability to obtain
financing and there being no decrease in the market price of
Travelers’ shares.
Because TRC Capital’s offer is for approximately 0.39% of the
outstanding shares of Travelers’ common stock, the offer is not
subject to many of the disclosure and procedural requirements of
the Securities and Exchange Commission (SEC), which are designed to
protect investors. The SEC discusses mini-tender offers on its
website and explains that they could come at the detriment of
investors who may inadvertently sell their shares below market
value. Travelers 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. The
SEC also provides tips for investors when it comes to mini-tender
offers.
Travelers recommends that shareholders consult with their
financial advisors and use caution when evaluating TRC Capital’s
mini-tender offer. Shareholders who have already tendered are
advised that they may withdraw their shares by providing written
notice as described in TRC Capital’s offer documents prior to the
offer’s expiration, which is currently scheduled for 12:01 a.m. EDT
on Sept. 23, 2020.
Travelers requests that a copy of this press release be included
with all distributions of materials relating to TRC Capital’s
mini-tender offer.
About Travelers
The Travelers Companies, Inc. (NYSE: TRV) is a leading provider
of property casualty insurance for auto, home and business. A
component of the Dow Jones Industrial Average, Travelers has
approximately 30,000 employees and generated revenues of
approximately $32 billion in 2019. For more information, visit
www.travelers.com.
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Media: Patrick Linehan, 917.778.6267 Investors:
Abbe Goldstein, 917.778.6825
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