BURLINGTON, Mass. and FRISCO, Texas, June 23,
2022 /PRNewswire/ -- Keurig Dr Pepper Inc. (NASDAQ:
KDP) today announced that it has been notified of an unsolicited
"mini-tender" offer by TRC Capital Investment Corporation ("TRC
Capital") to purchase up to 4,000,000 shares of Keurig Dr Pepper's
common stock at an offer price of $32.85 net per share in cash, which is an
approximate 4.37% discount to the $34.35 per share closing price of Keurig Dr
Pepper's common stock on the Nasdaq Stock Market on June 17, 2022, the last trading day before the
commencement of TRC Capital's mini-tender offer, and an approximate
5.82% discount to the $34.88 per
share closing price of Keurig Dr Pepper's common stock on
June 22, 2022.
Keurig Dr Pepper does not endorse TRC Capital's mini-tender
offer and is not associated in any way with TRC Capital, its
mini-tender offer or its mini-tender offer documents.
Keurig Dr Pepper recommends that its stockholders reject the
offer and not tender their shares in response to TRC Capital's
below-market offer. This mini-tender offer is at a price below
the market price for Keurig Dr Pepper's common stock (as of
yesterday's close) and is subject to a number of conditions,
including, among others, TRC Capital's ability to obtain debt
financing sufficient, together with cash on hand, to consummate the
offer.
TRC Capital has made similar mini-tender offers for the shares
of other companies. TRC Capital's mini-tender offer seeks less than
5% of Keurig Dr Pepper's outstanding common stock, thereby avoiding
many disclosure requirements and procedural protections of the
Securities and Exchange Commission ("SEC"). The SEC has cautioned
investors about mini-tender offers in an investor alert, advising
that some bidders make mini-tender offers at below-market prices
"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 cautionary alert for investors regarding mini-tender offers
is on its website at:
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Stockholders should obtain current market quotations for their
shares of Keurig Dr Pepper common stock, consult with their broker
or financial advisor, and exercise caution with respect to TRC
Capital's mini-tender offer. Stockholders who have already tendered
shares are advised that they may withdraw their shares by providing
the written notice described in the TRC Capital mini-tender offer
documents prior to the expiration of the offer, currently scheduled
for 12:01 a.m., New York City time, on Thursday, July 21, 2022.
Keurig Dr Pepper 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
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Keurig Dr Pepper requests that a copy of this press release be
included with all distributions of materials relating to TRC
Capital's mini-tender offer for Keurig Dr Pepper common stock.
Investors:
Steve Alexander
Keurig Dr Pepper
T: 972-673-6769 / steve.alexander@kdrp.com
Media:
Katie Gilroy
Keurig Dr Pepper
T: 781-418-3345 / katie.gilroy@kdrp.com
ABOUT KEURIG DR PEPPER
Keurig Dr Pepper (KDP) is a leading beverage company in
North America, with annual revenue
approaching $13 billion and
approximately 27,000 employees. KDP holds leadership positions in
soft drinks, specialty coffee and tea, water, juice and juice
drinks and mixers, and markets the #1 single serve coffee brewing
system in the U.S. and Canada. The
Company's portfolio of more than 125 owned, licensed and partner
brands is designed to satisfy virtually any consumer need, any
time, and includes Keurig®, Dr Pepper®, Green Mountain Coffee
Roasters®, Canada Dry®, Snapple®, Bai®, Mott's®, CORE® and The
Original Donut Shop®. Through its powerful sales and distribution
network, KDP can deliver its portfolio of hot and cold beverages to
nearly every point of purchase for consumers. The Company is
committed to sourcing, producing and distributing its beverages
responsibly through its Drink Well. Do Good. corporate
responsibility platform, including efforts around circular
packaging, efficient natural resource use and supply chain
sustainability. For more information, visit
www.keurigdrpepper.com.
FORWARD LOOKING
STATEMENTS
Certain statements contained herein are "forward-looking
statements" within the meaning of applicable securities laws and
regulations. These forward-looking statements can generally be
identified by the use of words such as "outlook," "guidance,"
"anticipate," "expect," "believe," "could," "estimate," "feel,"
"forecast," "intend," "may," "plan," "potential," "project,"
"should," "target," "will," "would," and similar words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain. These statements are based on
the current expectations of our management, are not predictions of
actual performance, and actual results may differ materially.
Forward-looking statements are subject to a number of risks and
uncertainties, including the factors disclosed in our Annual Report
on Form 10-K and subsequent filings with the SEC. We are under no
obligation to update, modify or withdraw any forward-looking
statements, except as required by applicable law.
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SOURCE Keurig Dr Pepper Inc.