CSX Corp. Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Investment Corporation
March 23 2022 - 4:01PM
CSX Corp. (NASDAQ: CSX) (“CSX”) announced today that it received
notice of an unsolicited “mini-tender” offer by TRC Capital
Investment Corporation (“TRC”) to purchase up to four million
shares of CSX common stock at a price of $34.75 per share in cash.
The offer price is 4.43% below the $36.34 closing price of CSX
common stock on March 18, 2022 the last trading day before the
mini-tender commenced.
CSX is not affiliated with TRC and does not
endorse TRC’s unsolicited offer.
CSX recommends that CSX shareholders do not
tender their shares in response to the offer because the offer is
at a price below the current market price for CSX shares. The offer
is also subject to a number of conditions, including TRC’s ability
to secure sufficient financing to consummate the offer.
CSX also recommends that any shareholders 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 12:01
a.m., New York City time, on April 20, 2022.
CSX urges shareholders 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.
Mini-tender offers seek to acquire less than
five percent of a company’s outstanding shares. Consequently, these
mini-tender offers can avoid 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. As a result, mini-tender offers do not provide
investors with the same level of protections as provided by larger
tender offers under U.S. securities laws. The 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.
CSX encourages brokers and dealers, as well as
other market participants, to review the SEC’s Letter to SIA re:
Broker-Dealer Mini-Tender Offer Dissemination and Disclosures
(sec.gov).
CSX 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 CSX common stock.
About CSX
CSX, based in Jacksonville, Florida, is a
premier transportation company. It provides rail, intermodal and
rail-to-truck transload services and solutions to customers across
a broad array of markets, including energy, industrial,
construction, agricultural, and consumer products. For nearly 200
years, CSX has played a critical role in the nation's economic
expansion and industrial development. Its network connects every
major metropolitan area in the eastern United States, where nearly
two-thirds of the nation's population resides. It also links more
than 230 short-line railroads and more than 70 ocean, river and
lake ports with major population centers and farming towns alike.
More information about CSX Corporation and its subsidiaries is
available at www.csx.com.
Contact:Matthew Korn, CFA,
Investor Relations904-366-4515
Bryan Tucker, Corporate
Communications855-955-6397
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