The TJX Companies, Inc. Recommends Shareholders Reject Mini-Tender Offer by TRC Capital Corporation
December 20 2017 - 1:26PM
Business Wire
The TJX Companies, Inc. (NYSE: TJX), the leading off-price
retailer of apparel and home fashions in the U.S. and worldwide,
today announced that it received notice of an unsolicited “mini-tender” offer by TRC Capital
Corporation (TRC Capital) to purchase up to 2,000,000 shares of
TJX’s common stock at a price of $70.95 per share in cash. The
offering price is 4.34 percent below the $74.17 per share closing
price of TJX’s common stock on December 15, 2017, the last closing
price prior to the commencement of the offer. The offer is for
approximately 0.32 percent of the outstanding shares of TJX common
stock.
TJX does not endorse TRC Capital’s
unsolicited mini-tender offer and recommends that shareholders do
not tender their shares in response to TRC Capital’s offer because
the offer is at a price below the December 19, 2017 closing common
stock price of $76.06 per share.
TJX is not affiliated or associated in any
way with TRC Capital, its mini-tender offer or the
mini-tender offer documents.
TRC Capital has made many similar unsolicited mini-tender offers
for shares of other public companies. Mini-tender offers seek to
acquire 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) that apply to offers
for more than 5 percent of a company’s outstanding shares. As a
result, investors are not provided with the same level of
protections in mini-tender offers as are provided for larger tender
offers under the U.S. securities laws.
The SEC has cautioned investors that some bidders making
mini-tender 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 guidance to
investors on mini-tender offers is available
at http://www.sec.gov/investor/pubs/minitend.htm.
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.
TJX 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 the
expiration of the offer by following the procedures in TRC
Capital’s offering documents. According to TRC Capital’s offering
documents, the offer is scheduled to expire at 12:01 a.m., New York
City time on Friday, January 19, 2018. TRC Capital may extend the
offering period at its discretion.
TJX 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
at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
TJX requests that a copy of this press release be included with
all distributions of materials relating to TRC Capital’s
mini-tender offer related to TJX shares of common stock.
About The TJX Companies,
Inc.
The TJX Companies, Inc. is the leading off-price retailer of
apparel and home fashions in the U.S. and worldwide. As of October
28, 2017, the end of the Company’s third quarter, the Company
operated a total of 4,052 stores in nine countries, the United
States, Canada, the United Kingdom, Ireland, Germany, Poland,
Austria, the Netherlands, and Australia, and three e-commerce
sites. These include 1,219 TJ Maxx, 1,057 Marshalls, 660 HomeGoods,
26 Sierra Trading Post, and 3 Homesense stores, as well as
tjmaxx.com and sierratradingpost.com in the United States; 265
Winners, 117 HomeSense, and 72 Marshalls stores in Canada; 540 TK
Maxx and 55 Homesense stores, as well as tkmaxx.com, in Europe; and
38 TK Maxx stores in Australia. TJX’s press releases and financial
information are also available at tjx.com.
Important Information at
Website
The Company routinely posts information that may be important to
investors in the Investors section at tjx.com. The Company
encourages investors to consult that section of its website
regularly.
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The TJX Companies, Inc.Debra McConnellGlobal Communications(508)
390-2323
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