SAN RAFAEL, Calif.,
Jan. 15, 2020 /PRNewswire/ --
Autodesk, Inc. (NASDAQ: ADSK) today announced that it has been
notified of an unsolicited "mini-tender" offer by TRC Capital
Investment Corporation to purchase up to 1 million shares, or
approximately 0.45 percent of outstanding shares, of Autodesk's
common stock at $176.00 per share,
which was approximately 4.84 percent below the closing share price
of Autodesk's common stock on Jan. 3,
2020 ($184.95), the last
trading day prior to the date of TRC Capital's mini-tender offer,
and approximately 8.00 percent below the closing share price of
Autodesk common stock on Jan. 14,
2020 ($191.11), the day prior
to this release.
Autodesk does not endorse TRC Capital's offer and recommends
that Autodesk 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
Autodesk shares (as of today's date) and is subject to numerous
conditions, including TRC Capital's ability to obtain financing.
Autodesk 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 are selling
their shares at a discount. Autodesk urges investors to obtain
current market quotations for their shares, review the conditions
to the offer, consult with their broker or financial adviser and to
exercise caution with respect to TRC Capital's mini-tender
offer.
Autodesk recommends that stockholders who have not responded to
TRC's offer take no action. Autodesk 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, Feb. 5, 2020.
Autodesk 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/marketreg/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.
Autodesk requests that a copy of this press release be included
with all distributions of materials relating to TRC Capital's
offer.
About Autodesk
Autodesk makes software for people who
make things. If you've ever driven a high-performance car,
admired a towering skyscraper, used a smartphone, or watched a
great film, chances are you've experienced what millions of
Autodesk customers are doing with our software. Autodesk gives you
the power to make anything. For more information
visit autodesk.com or follow @autodesk.
Autodesk is a registered trademark of Autodesk,
Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries. All other brand
names, product names or trademarks belong to their respective
holders. Autodesk reserves the right to alter product and service
offerings, and specifications and pricing at any time without
notice, and is not responsible for typographical or graphical
errors that may appear in this document.
© 2020 Autodesk, Inc. All rights reserved.
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SOURCE Autodesk, Inc.