Colgate Recommends Shareholders Reject “Mini-Tender” Offer By TRC Capital Investment Corporation
July 22 2021 - 5:00PM
Business Wire
Colgate-Palmolive Company (“Colgate”) has received notification
of an unsolicited “mini-tender” offer by TRC Capital Investment
Corporation (“TRC”) to purchase up to 1.5 million shares, or
approximately 0.18% of the outstanding common stock of Colgate as
of March 31, 2021, at a price of $80.63 per share in cash. TRC’s
offer price is 4.46% less than the $84.39 closing price per share
of Colgate’s common stock on July 16, 2021, the last trading day
before the mini-tender offer commenced.
Colgate does not endorse TRC’s mini-tender offer and recommends
that Colgate stockholders do not tender their shares in response to
the offer because the offer is at a price below the current market
price for Colgate’s shares. The offer is also subject to numerous
conditions, including TRC’s ability to obtain sufficient financing
to consummate the offer. Colgate also recommends that any
stockholders who have tendered shares to TRC withdraw those shares
by providing the written notice described in the offering
documentation before the expiration of the offer, which is
currently scheduled for 12:01am New York time on August 17,
2021.
Colgate is not associated with TRC, its mini-tender offer or the
offer documentation.
Colgate urges stockholders to obtain current market quotes
for their shares, to review the conditions to TRC’s mini-tender
offer, to consult with their brokers or financial advisors and to
exercise caution with respect to TRC’s mini-tender offer.
TRC has made similar unsolicited mini-tender offers for shares
of other public companies. Mini-tender offers are designed to seek
less than five percent of a company’s outstanding shares, thereby
avoiding many investor protections including the disclosure and
procedural requirements applicable to larger tender offers under
United States securities laws. As a result, mini-tender offers do
not provide investors with the same level of protections as
provided by larger tender offers under United States securities
laws. The U.S. Securities and Exchange Commission (“SEC”) has
cautioned investors about mini-tender offers noting that “some
bidders make mini-tender offers at below-market prices, hoping that
they will catch investors off guard if the investors do not compare
the offer price to the current market price.” The SEC also
published investor tips regarding these offers on its website at:
http://www.sec.gov/investor/pubs/minitend.htm
Colgate encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosures at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and
NASD’s Notice to Members 99-53, issued July 1999, regarding
guidance to members forwarding mini-tender offers to their
customers, which can be found at
https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf
Colgate requests that a copy of this press release be included
with all distributions of materials relating to TRC’s mini-tender
offer for shares of Colgate common stock.
* * *
About Colgate-Palmolive: Colgate-Palmolive Company is a caring,
innovative growth company reimagining a healthier future for all
people, their pets and our planet. Focused on Oral Care, Personal
Care, Home Care and Pet Nutrition, the Company sells its products
in more than 200 countries and territories under brands such as
Colgate, Palmolive, elmex, hello, meridol, Sorriso, Tom’s of Maine,
EltaMD, Filorga, Irish Spring, PCA Skin, Protex, Sanex, Softsoap,
Speed Stick, Ajax, Axion, Fabuloso, Soupline and Suavitel, as well
as Hill’s Science Diet and Hill’s Prescription Diet. The Company is
recognized for its leadership and innovation in promoting
environmental sustainability and community well-being, including
its achievements in saving water, reducing waste, promoting
recyclability and improving children’s oral health through its
Bright Smiles, Bright Futures program, which has reached more than
1.3 billion children since 1991. For more information about
Colgate’s global business and how the Company is building a future
to smile about, visit www.colgatepalmolive.com. CL-C
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