WILMINGTON, Del., June 25, 2019 /CNW/ -- Corteva, Inc. (NYSE:
CTVA) (www.corteva.com), a global leader in seed and crop
protection, has been notified of an unsolicited "mini-tender" offer
by TRC Capital Corporation ("TRC") to purchase up to 5,000,000
shares, or approximately 0.67 percent, of the outstanding common
stock of Corteva at a price of $26.00
per share in cash. TRC's offer price is approximately 4.45 percent
less than the $27.21 closing price of
Corteva's common stock on June 21,
2019, the day before the mini-tender offer commenced, and is
approximately 7.18 percent less than the $28.01 closing price of Corteva's common stock on
June 24, 2019.
Corteva does not endorse TRC's mini-tender offer and recommends
that Corteva stockholders do not tender their shares in response to
the offer because it is a mini-tender offer at a price below the
market price for Corteva shares (as of the date Corteva received
notice of the offer) and is subject to numerous conditions.
According to TRC's offer documents, Corteva stockholders who have
already tendered their shares may withdraw their shares at any time
prior to 12:01 a.m. New York City time, on Wednesday, July 24, 2019, the expiration date set
forth in the offer documents (unless extended), by following the
procedures described in the offer documents. Corteva 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 this mini-tender offer. Corteva is not associated with
TRC, its mini-tender offer or the offer documentation.
TRC has made many similar mini-tender offers for shares of other
companies. Mini-tender offers are designed to seek to acquire less
than 5 percent of a company's outstanding shares, thereby avoiding
many disclosure and procedural requirements of the Securities and
Exchange Commission ("SEC") that apply to offers for more than 5
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 United States securities laws.
The SEC has cautioned investors about these 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's
Investor Tips regarding mini-tender offers may be found on the
SEC's website at www.sec.gov/investor/pubs/minitend.htm.
Corteva 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
www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
Corteva requests that a copy of this press release be included with
all distributions of materials relating to TRC's mini-tender
offer.
About Corteva Agriscience
Corteva Agriscience
provides farmers around the world with the most complete input
portfolio in the industry to enable them to maximize yield and
profitability — including some of the most recognized brands in
agriculture: Pioneer®, Granular®,
Brevant™ seeds, as well as award-winning Crop
Protection products — while bringing new products to market through
its robust pipeline of active chemistry and technologies. The
company is committed to working with stakeholders throughout the
food system as it fulfills its promise to enrich the lives of those
who produce and those who consume, ensuring progress for
generations to come. Corteva Agriscience became an independent
public company on June 1, 2019, and
was previously the Agriculture Division of DowDuPont. More
information can be found at www.corteva.com.
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6/25/19
® TM SM Trademarks and service marks of Dow
AgroSciences, DuPont or Pioneer, and their affiliated companies or
their respective owners.
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SOURCE Corteva Agriscience