Fiserv Recommends Shareholders Reject Mini-Tender Offer by TRC Capital Investment Corporation
October 09 2019 - 5:30PM
Business Wire
Fiserv, Inc. (NASDAQ: FISV), a leading global provider of
financial services technology solutions, has been notified of an
unsolicited mini-tender offer by TRC Capital Investment Corporation
(“TRC”) to purchase up to 1 million shares of Fiserv common stock
at a price of $101.00 per share in cash. TRC's offer price is
approximately 4.5% lower than the $105.70 closing price of common
stock of Fiserv on October 4, 2019, the last closing price prior to
commencement of the offer.
Fiserv recommends that shareholders not tender their shares in
response to TRC’s unsolicited offer because the offer is at a price
below the current market price of shares of Fiserv and is subject
to numerous conditions. Fiserv is not affiliated or associated in
any way with TRC, its mini-tender offer or the offer
documentation.
TRC has made many similar mini-tender offers for shares of other
companies. Mini-tender offers seek to acquire not more than 5
percent of a company’s shares outstanding, thereby avoiding many
disclosure and procedural requirements of the U.S. Securities and
Exchange Commission (the “SEC”) that apply to offers for more than
5 percent of a company’s outstanding shares. As a result, investors
are not provided with the same level of protections in mini-tender
offers as would be provided in larger tender offers under United
States 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.
Fiserv 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’s offer. Fiserv recommends
that shareholders who have not responded to TRC’s offer take no
action.
According to the TRC offer documents received by Fiserv,
shareholders who have already tendered their shares may withdraw
them at any time prior to the expiration of the offer by delivering
a written notice of withdrawal as described in the TRC offer
documents. The offer is currently scheduled to expire at 12:01 a.m.
Eastern Time on November 5, 2019. TRC may extend the offering
period at its discretion.
Fiserv 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.
Fiserv requests that a copy of this news release be included
with all distributions of materials relating to TRC’s mini-tender
offer related to shares of common stock of Fiserv.
About Fiserv
Fiserv, Inc. (NASDAQ: FISV) aspires to move money and
information in a way that moves the world. As a global leader in
payments and financial technology, the company helps clients
achieve best-in-class results through a commitment to innovation
and excellence in areas including account processing and digital
banking solutions; card issuer processing and network services;
payments; e-commerce; merchant acquiring and processing; and the
Clover™ cloud-based point-of-sale solution. Fiserv is a member of
the S&P 500® Index and the FORTUNE® 500, and is among the
FORTUNE Magazine World’s Most Admired Companies®. Visit fiserv.com
and follow on social media for more information and the latest
company news.
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version on businesswire.com: https://www.businesswire.com/news/home/20191009005772/en/
Media Relations: Ann Cave Fiserv, Inc. +1 678-325-9435
ann.cave@fiserv.com
Investor Relations: Peter Poillon Fiserv, Inc. +1
212-266-3565 peter.poillon@fiserv.com
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