CA Technologies Recommends Stockholders Reject Mini-Tender Offer by TRC Capital Corporation
February 09 2015 - 5:17PM
Business Wire
- Unsolicited mini-tender offer is
below current market price for
CA's shares
- Stockholders who have already tendered
shares advised to withdraw
- CA urges investors to review current
share price, exercise caution and consult with advisors
CA Technologies (NASDAQ:CA) (“CA Technologies” or “CA”) received
notice of an unsolicited mini-tender offer by TRC Capital
Corporation (“TRC Capital”) to purchase up to 3,000,000 shares of
CA common stock, or approximately 0.68 percent of CA’s outstanding
common stock, at a price of $29.75 per share. CA cautions
stockholders that the offer is being made at a 4.59 percent
discount to the closing price of $31.18 per share for the company’s
common stock on February 3, 2015, the day prior to the date the
offer commenced, and approximately 6.89 percent below today’s
closing market price of $31.95.
CA does not endorse TRC Capital’s offer and recommends that
stockholders reject the offer
because the offer price is below the current market price for CA
shares and is subject to numerous conditions, including TRC
Capital’s obtaining sufficient financing necessary to consummate
the offer. CA recommends that any stockholders who have tendered
shares to TRC Capital withdraw those shares by providing written
notice described in the offering documentation before the
expiration of the offer, which is currently scheduled for March 6,
2015 unless the offer is extended.
CA urges investors to obtain current market price quotations for
their shares, consult with their broker or financial advisor and
exercise caution with respect to TRC Capital’s offer.
CA is not associated with TRC Capital, its mini-tender offer or
the mini-tender offer documentation. The TRC Capital mini-tender
offer is also not related to CA’s own previously announced
authorization to repurchase shares of its common stock.
TRC Capital has made similar unsolicited mini-tender offers for
shares of other public companies. Mini-tender offers are designed
to seek less than 5 percent of a company’s outstanding shares,
thereby avoiding many disclosure and procedural requirements of the
U.S. Securities and Exchange Commission (“SEC”).
The SEC has cautioned investors about mini-tender offers, noting
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 with the current market price.” The SEC
has also published investor tips regarding mini-tender offers on
its website at: http://www.sec.gov/investor/pubs/minitend.htm.
CA also 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 on the SEC’s
website at:
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
CA requests that a copy of this news release be included with
all distributions of materials relating to TRC Capital’s
mini-tender offer relating to shares of CA common stock.
About CA Technologies
CA Technologies (NASDAQ:CA) creates software that fuels
transformation for companies and enables them to seize the
opportunities of the application economy. Software is at the heart
of every business in every industry. From planning, to development,
to management and security, CA is working with companies worldwide
to change the way we live, transact, and communicate - across
mobile, private and public cloud, distributed and mainframe
environments. Learn more at www.ca.com.
Legal Notices
Copyright © 2015 CA, Inc. All rights reserved. All other
trademarks, trade names, service marks, and logos referenced herein
belong to their respective companies.
CA TechnologiesJennifer Hallahan, 212-415-6924Public
Relationsjennifer.hallahan@ca.comorJonathan Doros,
212-415-6870Investor Relationsjonathan.doros@ca.com
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