eBay Inc. Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Corporation
November 02 2016 - 9:00AM
Business Wire
eBay Inc. (NASDAQ:EBAY), a global commerce leader, announced
today that it received notice of an unsolicited “mini-tender” offer
by TRC Capital Corporation (TRC) to purchase up to 4,000,000 shares
of eBay’s common stock at a price of $27.35 per share in cash. The
offering price is 4.37% below the closing price per share of eBay’s
common stock on October 28, 2016, the last trading day before the
offer was commenced. The offer is for approximately 0.36% of the
outstanding shares of eBay’s common stock.
eBay does not endorse TRC Capital’s unsolicited mini-tender
offer and recommends that shareholders not tender their shares.
eBay is not associated with TRC Capital, its mini-tender offer or
the mini-tender offer documentation.
Mini-tender offers are not subject to many of the investor
protections afforded to larger tender offers, including the filing
of disclosure and other tender offer documents with the Securities
and Exchange Commission (SEC) and other procedures mandated by U.S.
securities laws.
The SEC has cautioned investors that some bidders making
mini-tender offers at below-market prices are, "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 guidance to
investors on mini-tender offers is available at
http://www.sec.gov/investor/pubs/minitend.htm. TRC Capital has made
many similar unsolicited mini-tender offers for shares of other
public companies.
Shareholders should obtain current market quotations for their
shares, consult with their broker or financial advisor, and
exercise caution with respect to TRC Capital’s mini-tender offer.
eBay recommends that shareholders who have not responded to TRC
Capital’s offer take no action. Shareholders who have already
tendered their shares may withdraw them at any time prior to 12:01
a.m., New York City time, on November 30, 2016, in accordance with
TRC’s offering documents.
eBay encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosure at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
eBay requests that a copy of this press release be included with
all distributions of materials relating to TRC Capital’s
mini-tender offer related to eBay shares of common stock.
About eBay
eBay Inc. (NASDAQ: EBAY) is a global commerce leader including
the Marketplace, StubHub and Classifieds platforms. Collectively,
we connect millions of buyers and sellers around the world,
empowering people and creating opportunity through Connected
Commerce. Founded in 1995 in San Jose, Calif., eBay is one of the
world’s largest and most vibrant marketplaces for discovering great
value and unique selection. In 2015, eBay enabled $82 billion of
gross merchandise volume. For more information about the company
and its global portfolio of online brands, visit
www.ebayinc.com.
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