General Electric Company Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Investment Corporation
October 01 2021 - 8:00AM
Business Wire
GE (NYSE: GE) today announced that it received notice of an
unsolicited "mini-tender" offer by TRC Capital Investment
Corporation (TRC Capital) to purchase up to 1,000,000 shares of GE
common stock, which represents approximately 0.09% of the shares
outstanding, at a price of $99.00 per share in cash. TRC Capital’s
offer price is 4.62% less than the $103.80 closing price per share
of GE’s common stock on September 24, 2021, the last trading day
before the mini-tender offer commenced.
GE does not endorse TRC Capital’s unsolicited mini-tender offer
and recommends that GE shareholders do not tender their shares in
the offer because the offer is at a price below the current market
price for GE’s shares.
TRC Capital has included in the terms of its offer a condition
that the closing price of GE’s shares must not decrease. As a
result, unless TRC Capital decides to waive this condition, GE
shareholders who tender their shares in the offer would receive a
below-market price for GE’s shares through the tender offer. The
offer is also subject to numerous conditions, including TRC’s
ability to obtain sufficient financing to consummate the offer.
Shareholders should obtain current market quotations for their
shares, consult with their broker or financial advisor, and
exercise caution with respect to TRC Capital’s mini-tender offer.
GE recommends that shareholders who have not responded to TRC
Capital’s offer take no action. Shareholders who have already
tendered their shares may withdraw them at any time prior to 12:01
a.m. New York City time, on October 26, 2021, according to TRC
Capital’s offering documents.
Mini-tender offers seek to acquire less than five percent of a
company's outstanding shares. Consequently, they can avoid many
disclosure and procedural requirements of U.S. Securities and
Exchange Commission (SEC) rules that apply to offers for more than
5 percent of a company's outstanding shares.
The SEC has cautioned investors about mini-tender offers,
stating that mini-tender offers “have been increasingly used to
catch investors off guard,” and that investors “may end up selling
their securities at below-market prices.” The SEC's guidance to
investors on mini-tender offers is available at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
GE 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 available at
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
GE requests that a copy of this news release be included with
all distributions of materials relating to TRC Capital’s
mini-tender offer for shares of GE's common stock.
About GE
GE (NYSE:GE) rises to the challenge of building a world that
works. For more than 125 years, GE has invented the future of
industry, and today the company’s dedicated team, leading
technology, and global reach and capabilities help the world work
more efficiently, reliably, and safely. GE’s people are diverse and
dedicated, operating with the highest level of integrity and focus
to fulfill GE’s mission and deliver for its customers.
www.ge.com
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version on businesswire.com: https://www.businesswire.com/news/home/20211001005361/en/
GE Investors Steve Winoker 617.443.3400
swinoker@ge.com
GE Media Mary Kate Mullaney 202.304.6514
marykate.nevin@ge.com
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