RPM Recommends Stockholders Reject TRC Capital’s “Mini-Tender” Offer
February 09 2021 - 4:13PM
Business Wire
- Unsolicited “mini-tender” offer is below current market price
of RPM common stock
- Stockholders who have already tendered shares of RPM common
stock are advised to withdraw
- RPM urges investors to review current stock price, exercise
caution and consult with advisors
RPM International Inc. (NYSE: RPM), a world leader in specialty
coatings and sealants, announced today that it received
notification of an unsolicited mini-tender offer by TRC Capital
Investment Corporation (“TRC Capital”) to purchase up to 1.5
million shares, or about 1.15 percent, of RPM’s outstanding common
stock at a price of $82.50 per share in cash. TRC Capital’s
offering price is 5.50 percent below the closing price per share of
RPM’s common stock as of February 8, 2021, and was 4.58 percent
below the closing price per share of RPM’s common stock on February
5, 2021, the last trading day before the mini-tender offer
commenced.
RPM is not associated with TRC Capital, TRC Capital’s
mini-tender offer or TRC Capital’s mini-tender offer
documentation.
RPM recommends that stockholders reject TRC Capital’s
unsolicited mini-tender offer. RPM does not endorse TRC Capital’s
unsolicited mini-tender offer because it is at a price below the
current market price for shares of RPM’s common stock and, as a
mini-tender offer, does not provide investors with the same level
of protections provided for larger tender offers under U.S. federal
securities laws. TRC Capital’s mini-tender offer also is subject to
numerous conditions, including TRC Capital obtaining sufficient
financing necessary to consummate the mini-tender offer and there
being no decrease in the market price for shares of RPM’s common
stock. RPM also recommends that any stockholders who have tendered
shares of RPM’s common stock to TRC Capital withdraw those shares
of common stock by providing the written notice described in the
offering documentation before the expiration of the mini-tender
offer, which is currently scheduled for 12:01 a.m., New York City
Time, on March 10, 2021.
TRC Capital has made similar unsolicited mini-tender offers for
shares of other public companies. Mini-tender offers are designed
to seek less than 5 percent of a company’s outstanding shares,
thereby avoiding many investor protections, including the
disclosure and procedural requirements, applicable to larger tender
offers under U.S. federal 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 has also published investor
tips regarding these offers on its website at:
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
RPM 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 on the SEC’s
website at:
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
RPM urges investors to obtain current market quotations for
their shares of RPM’s common stock, consult with their brokers or
financial advisors and exercise caution with respect to TRC
Capital’s offer.
RPM requests that a copy of this news release be included with
all distributions of materials relating to TRC Capital’s
mini-tender offer related to shares of RPM’s common stock.
About RPM
RPM International Inc. owns subsidiaries that are world leaders
in specialty coatings, sealants, building materials and related
services. The company operates across four reportable segments:
consumer, construction products, performance coatings and specialty
products. RPM has a diverse portfolio with hundreds of
market-leading brands, including Rust-Oleum, DAP, Zinsser,
Varathane, Day-Glo, Legend Brands, Stonhard, Carboline, Tremco and
Dryvit. From homes and workplaces, to infrastructure and precious
landmarks, RPM’s brands are trusted by consumers and professionals
alike to help build a better world. The company employs
approximately 14,600 individuals worldwide. Visit www.RPMinc.com to
learn more.
For more information, contact Russell L. Gordon, vice president
and chief financial officer, at 330-273-5090 or
rgordon@rpminc.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20210209006199/en/
Russell L. Gordon, vice president and chief financial officer
330-273-5090 rgordon@rpminc.com
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