Snap Inc. Responds to “Mini-Tender” Offer by TRC Capital Investment Corporation
November 12 2021 - 9:00PM
Business Wire
Snap Inc. (NYSE: SNAP) announced today that it received notice
of an unsolicited "mini-tender" offer by TRC Capital Investment
Corporation, or TRC Capital, to purchase up to 2,000,000 shares of
Snap Class A common stock at a price of $50.25 per share in cash.
TRC Capital’s offer price is 4.43% below than the $52.58 closing
price per share of Snap’s Class A common stock on October 29, 2021,
the last trading day before TRC Capital commenced its mini-tender
offer. If all shares are acquired, TRC Capital’s ownership would
represent approximately 0.15% of Snap’s outstanding Class A common
stock.
Snap is not affiliated with TRC Capital and does not endorse the
offer documentation or the unsolicited mini-tender offer. Snap
expresses no opinion and is neutral on TRC Capital’s offer and
strongly encourages stockholders to obtain current market
quotations for Snap’s Class A common stock, consult with their
brokers or financial advisors, and exercise caution with respect to
TRC Capital’s offer.
Stockholders should be aware that TRC Capital has included in
the terms of its offer a condition that the closing price of Snap’s
Class A common stock must not decrease. As a result, unless TRC
Capital decides to waive this condition, Snap stockholders who
tender their shares in the offer would receive a below-market price
for Snap’s shares through the tender offer. The offer is also
subject to numerous conditions, including TRC Capital’s ability to
obtain sufficient financing to consummate the offer.
Mini-tender offers seek to acquire less than five percent of a
company's outstanding shares. Consequently, these mini-tender
offers can avoid many disclosure and procedural requirements of
U.S. Securities and Exchange Commission, or SEC, rules that apply
to offers for more than five 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.” Please see the SEC's
guidance to investors on mini-tender offers, which is available at:
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Snap 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 Snap's Class A common stock.
About Snap Inc.
Snap Inc. is a camera company. We believe that reinventing the
camera represents our greatest opportunity to improve the way
people live and communicate. We contribute to human progress by
empowering people to express themselves, live in the moment, learn
about the world, and have fun together. For more information, visit
snap.com.
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