Yahoo Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Corporation
July 27 2015 - 9:00AM
Business Wire
Yahoo! Inc. (NASDAQ:YHOO) received notice of an unsolicited
“mini-tender” offer by TRC Capital Corporation (TRC) to purchase up
to 3 million shares of Yahoo’s common stock at a price of $37.45
per share in cash. The offering price is 4.56 percent below the
closing price per share of Yahoo’s common stock on July 22, 2015,
the last trading day before the offer was commenced. The offer is
for approximately 0.32 percent of the outstanding shares of Yahoo’s
common stock.
Yahoo does not endorse TRC Capital’s unsolicited mini-tender
offer and recommends that shareholders do not tender their shares.
Yahoo is not associated with TRC Capital, its mini-tender offer or
the mini-tender offer documentation.
TRC Capital has made many similar unsolicited mini-tender offers
for shares of other public companies. Mini-tender offers seek less
than five percent of a company’s outstanding shares, thereby
avoiding many disclosure and procedural requirements of the U.S.
Securities and Exchange Commission (SEC) that are designed to
protect investors. 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’s guidance to investors on
mini-tender offers is available at
http://www.sec.gov/investor/pubs/minitend.htm.
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.
Yahoo 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 Friday, August 21, 2015, in accordance
with TRC’s offering documents.
Yahoo 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.
Yahoo 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 Yahoo shares of common stock.
About Yahoo
Yahoo is a guide focused on informing, entertaining, and
connecting our users. By creating highly personalized experiences
for our users, we keep people connected to what matters most to
them, across devices and around the world. In turn, we create value
for advertisers by connecting them with the audiences that build
their businesses. Yahoo is headquartered in Sunnyvale, California,
and has offices located throughout the Americas, Asia Pacific
(APAC) and the Europe, Middle East and Africa (EMEA) regions. For
more information, visit the pressroom (pressroom.yahoo.net) or the company's blog
(yahoo.tumblr.com).
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version on businesswire.com: http://www.businesswire.com/news/home/20150727005595/en/
Yahoo! Inc.Media Relations Contact:Sarah Meron,
408-349-4040media@yahoo-inc.comInvestor Relations
Contact:Joon Huh,
408-349-3382investorrelations@yahoo-inc.com
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