ATLANTA, Aug. 16,
2022 /PRNewswire/ -- Southern Company today announced
that it has been notified of an unsolicited "mini-tender" offer
dated August 12, 2022, made by TRC
Capital Investment Corporation ("TRC"), a private Canadian
investment company, to purchase up to 2,000,000 shares of Southern
Company's common stock. TRC's unsolicited "mini-tender" offer price
of $74.88 per share is approximately
4.14% below the $78.12 per share
closing price of Southern Company's common stock on August 12, 2022, the last trading day prior to
the date of the offer. Southern Company is in no way affiliated
with TRC, the offer, or the offer documentation.
Southern Company recommends against stockholders tendering
shares in response to this unsolicited offer, for the reasons
described herein.
TRC has made many similar unsolicited mini-tender offers for the
shares of other public companies. Mini-tender offers seek to
acquire less than 5 percent of a company's shares outstanding.
Consequently, they can avoid many disclosure and procedural
requirements of U.S. Securities and Exchange Commission (SEC) rules
that apply to offers for more than 5 percent of a company's shares
outstanding.
The SEC has cautioned investors about mini-tender offers,
stating that mini-tender offers "have been increasingly used to
catch investors off guard," and that investors "may end up selling
their securities at below-market prices." The SEC's guidance to
investors on mini-tender offers is available at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Stockholders are urged to consult with their own brokers or
financial advisors.
Stockholders who have already tendered their shares may withdraw
them by providing, prior to the expiration of the offer, the
written notice described in the TRC offering documents. According
to the offer documents, the offer is currently scheduled to expire
at 12:01 a.m., New York City time, on September 14, 2022, but TRC may extend the offer
at its discretion.
Southern Company requests that a copy of this news release be
included with all distributions of materials related to TRC's offer
for shares of Southern Company common stock.
About Southern Company
Southern Company (NYSE:
SO) is a leading energy company serving 9 million customers through
its subsidiaries. The company provides clean, safe, reliable and
affordable energy through electric operating companies in three
states, natural gas distribution companies in four states, a
competitive generation company serving wholesale customers across
America, a leading distributed energy infrastructure company, a
fiber optics network and telecommunications services. Southern
Company brands are known for excellent customer service, high
reliability and affordable prices below the national average. For
more than a century, we have been building the future of energy and
developing the full portfolio of energy resources, including
carbon-free nuclear, advanced carbon capture technologies, natural
gas, renewables, energy efficiency and storage technology. Through
an industry-leading commitment to innovation and a low-carbon
future, Southern Company and its subsidiaries develop the
customized energy solutions our customers and communities require
to drive growth and prosperity. Our uncompromising values ensure we
put the needs of those we serve at the center of everything we do
and govern our business to the benefit of our world. Our corporate
culture and hiring practices have been recognized nationally by the
U.S. Department of Defense, G.I. Jobs magazine, DiversityInc, Black
Enterprise, Fortune's "World's Most Admired Companies" list, Forbes
and the Women's Choice Award. To learn more, visit
www.southerncompany.com.
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SOURCE Southern Company