Agilent Technologies, Inc. Recommends Stockholders Reject TRC Capital’s “Mini-Tender” Offer
April 20 2015 - 4:05PM
Business Wire
Highlights:
- Unsolicited mini-tender offer is below
current market price for Agilent Technologies, Inc. shares.
- Stockholders who have already tendered
shares advised to withdraw.
- Agilent Technologies, Inc. urges
investors to review current share price, exercise caution and
consult with advisors.
Agilent Technologies, Inc. (NYSE: A) has received notice of
an unsolicited mini-tender offer by TRC Capital Corporation to
purchase up to 2.5 million shares, or about 0.75%, of Agilent
Technologies, Inc. outstanding common stock at a price of $41.55
per share in cash. As TRC Capital’s own offer document
acknowledges, the offering price is approximately 4.22% below the
closing price per share of Agilent Technologies, Inc. on April 15,
2015, the last trading day before the mini-tender offer was
commenced.
Agilent Technologies, Inc. recommends that stockholders reject
this unsolicited offer because the offer price is below the current
market price for Agilent Technologies, Inc. The offer also is
subject to numerous conditions, including TRC Capital obtaining
sufficient financing necessary to consummate the offer on terms
satisfactory to TRC Capital in its reasonable discretion. Agilent
Technologies, Inc. also recommends that any stockholders who have
tendered shares to TRC Capital withdraw those shares by providing
the written notice described in the offering documentation before
the expiration of the offer, which is currently scheduled for 12:01
a.m. ET on May 15, 2015.
Agilent Technologies, Inc. is not associated with TRC Capital,
its mini-tender offer or the mini-tender offer documentation.
TRC Capital has made similar unsolicited mini-tender offers for
shares of other public companies. Mini-tender offers are designed
to seek less than five percent of a company’s outstanding shares,
thereby avoiding many investor protections including the disclosure
and procedural requirements applicable to most bids under United
States securities laws. 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 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:
www.sec.gov/investor/pubs/minitend.htm.
Agilent Technologies, Inc. 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:
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Agilent Technologies, Inc. urges investors to obtain current
market quotations for their shares, consult with their broker or
financial advisor and exercise caution with respect to TRC
Capital’s offer.
Agilent Technologies, Inc. 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 the shares of common
stock of Agilent Technologies, Inc.
About Agilent Technologies
Agilent Technologies Inc. (NYSE: A), a global leader in
life sciences, diagnostics and applied chemical markets, is the
premier laboratory partner for a better world. Agilent works with
customers in more than 100 countries, providing instruments,
software, services and consumables for the entire laboratory
workflow. Agilent generated revenues of $4.0 billion in fiscal
2014. The company employs about 12,000 people worldwide.
Information about Agilent is available at www.agilent.com.
NOTE TO EDITORS: Further technology, corporate citizenship and
executive news is available at www.agilent.com/go/news.
Agilent Technologies, Inc.EDITORIAL CONTACT:Michele
Drake, +1-408-345-8396michele_drake@agilent.comorINVESTOR
CONTACT:Alicia Rodriguez,
+1-408-345-8948alicia_rodriguez@agilent.com
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