TreeHouse Foods Announces Unsolicited 'Mini-Tender' Offer by TRC Capital to Purchase Up to 1 Million of TreeHouse Foods' Common
July 26 2005 - 6:57PM
PR Newswire (US)
TreeHouse Foods Announces Unsolicited 'Mini-Tender' Offer by TRC
Capital to Purchase Up to 1 Million of TreeHouse Foods' Common
Shares CHICAGO, July 26 /PRNewswire-FirstCall/ -- On July 18, 2005,
TreeHouse Foods Inc. (NYSE:THS) received notice of an unsolicited
"mini-tender" offer by TRC Capital Corporation to purchase up to 1
million of TreeHouse Foods' common shares, which represents
approximately 3.25% of the shares outstanding. TRC Capital's
unsolicited offer of $28.75 per share was 4.55% below the $30.12
per share closing price on TreeHouse's common shares on July 12,
2005, the day before the offer commenced. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050726/CGTREELOGO ) TreeHouse
Foods does not in any way recommend or endorse TRC's mini-tender
offer and expresses no opinion as to whether TreeHouse Foods
shareholders should tender their shares in the mini-tender offer.
TreeHouse Foods is not associated with TRC, the offer or the offer
documentation. The TRC offer is subject to a number of conditions,
including TRC obtaining financing. There is no assurance that the
conditions to the offer will be satisfied. TreeHouse Foods
shareholders are cautioned that TRC can extend the offer and delay
payment beyond the currently scheduled expiration date of August
11, 2005, or amend the offer, including the price. TreeHouse Foods
shareholders are further cautioned that TRC has made numerous
below-market mini-tender offers for the shares of other companies
for its profit. Mini-tender offers are devised to seek less than 5
percent of a company's stock, thereby avoiding many filing,
disclosure and procedural requirements of the U.S. Securities and
Exchange Commission (SEC). The SEC has cautioned investors about
mini-tender offers in an investor alert, 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." TreeHouse Foods urges shareholders to review
additional information about the risks of mini-tender offers
available on the SEC's web site at:
http://www.sec.gov/investor/pubs/minitend.htm . Investors are
advised to consult with their financial advisers and to exercise
caution with respect to TRC Capital's offer. TreeHouse Foods
shareholders who have already tendered their shares are advised
that, according to TRC's offering documents, they may withdraw
their shares by providing written notice to TRC in accordance with
the offering documents prior to the expiration of the offer.
According to the offering documents, TRC's offer will expire at
12:01a.m. on August 11, 2005, unless the offer is extended by TRC.
TreeHouse Foods is a food manufacturer servicing primarily the
retail grocery and foodservice channels. Its products include
pickles and related products; non-dairy powdered coffee creamer;
and other food products including aseptic sauces, refrigerated
salad dressings, and liquid non-dairy creamer. TreeHouse Foods
believes it is the largest manufacturer of pickles and non- dairy
powdered creamer in the United States based on sales volume.
Additional information, including TreeHouse Foods' registration
statement on Form 10, may be found at TreeHouse Foods' website,
http://www.treehousefoods.com/ . AP Archive:
http://photoarchive.ap.org PRN Photo Desk, photodesk@prnewswire.com
http://www.newscom.com/cgi-bin/prnh/20050726/CGTREELOGODATASOURCE:
TreeHouse Foods, Inc. CONTACT: E. Nichol McCully, Chief Financial
Officer, of TreeHouse Foods, +1-630-512-0592 Web site:
http://www.treehousefoods.com/
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