Wabtec Recommends Stockholders Reject Mini-Tender Offer From TRC Capital Investment Corporation
November 05 2020 - 6:30AM
Business Wire
Wabtec Corporation (NYSE: WAB) has been notified of an
unsolicited “mini-tender offer” by TRC Capital Investment
Corporation, a private Canadian investment company, to purchase up
to two million shares of Wabtec’s common stock at a price of $59.25
per share in cash. TRC Capital’s offer price is approximately 4.53%
lower than the $62.06 closing price of Wabtec’s common stock on
October 23, 2020, the last trading day prior to the date of the
offer (October 26, 2020).
Wabtec is not associated in any way with TRC Capital or its
mini-tender offer.
Wabtec does not endorse TRC Capital’s unsolicited mini-tender
offer and recommends stockholders do not tender their shares
because the offer is at a price below the current market value of
Wabtec’s shares and is subject to numerous conditions. In addition,
mini-tender offers, such as this one by TRC Capital, avoid many of
the investor protections afforded to larger tender offers,
including the filing of disclosure and other tender offer documents
with the U.S. Securities and Exchange Commission (SEC), as well as
other procedures mandated by U.S. securities laws. TRC Capital has
made similar, unsolicited min-tender offers for shares of other
publicly traded companies.
The SEC has issued “Tips for Investors” regarding mini-tender
offers, noting that some bidders, in making offers at below-market
prices, are “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 advisory may be found on the SEC website at
http://www.sec.gov/investor/pubs/minitend.htm
TRC Capital has made its offer subject to numerous conditions
and can terminate the offer if the price of Wabtec’s common stock
on the New York Stock Exchange decreases below the $59.25 offer
price before the offer expires at 12:01 AM EST on November 24,
2020.
Wabtec urges stockholders to obtain current market quotations
for their shares of common stock, consult their broker or financial
advisor, and exercise caution with respect to TRC Capital’s
offer.
Wabtec recommends that stockholders who have not responded to
TRC Capital’s offer take no action. Wabtec stockholders who have
already tendered their shares may withdraw their shares by
providing the written notice described in the TRC Capital offering
documents prior to the expiration of the offer. Wabtec urges
brokers, dealers and other market participants to review the SEC’s
recommendations to broker-dealers in these circumstances, which can
be found on the SEC website at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Wabtec requests that a copy of this news release be included
with the distribution of any materials relating to TRC Capital’s
mini-tender offer.
About Wabtec Corporation Wabtec Corporation is a leading
global provider of equipment, systems, digital solutions and
value-added services for freight and transit rail. Drawing on
nearly four centuries of collective experience across Wabtec, GE
Transportation and Faiveley Transport, the company has unmatched
digital expertise, technological innovation, and world-class
manufacturing and services, enabling the digital-rail-and-transit
ecosystems. Wabtec is focused on performance that drives progress,
creating transportation solutions that move and improve the world.
The freight portfolio features a comprehensive line of locomotives,
software applications and a broad selection of mission-critical
controls systems, including Positive Train Control (PTC). The
transit portfolio provides highly engineered systems and services
to virtually every major rail transit system around the world,
supplying an integrated series of components for buses and all
train-related market segments that deliver safety, efficiency and
passenger comfort. Along with its industry-leading portfolio of
products and solutions for the rail and transit industries, Wabtec
is a leader in mining, marine, and industrial solutions. Based in
Pittsburgh, PA, Visit: www.WabtecCorp.com
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version on businesswire.com: https://www.businesswire.com/news/home/20201105005138/en/
Wabtec Investor Contact Kristine Kubacki, CFA /
Kristine.Kubacki@wabtec.com / 412-450-2033
Wabtec Media Contact Deia Campanelli /
Deia.Campanelli@wabtec.com / 773-297-0482
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