Amphenol Corporation Recommends Stockholders Reject “Mini-Tender” Offer by TRC Capital Corporation
March 22 2017 - 4:39PM
Business Wire
Amphenol Corporation (NYSE:APH) announced today that it received
notice of an unsolicited “mini-tender” offer by TRC Capital
Corporation to purchase up to 2,000,000 shares of Amphenol’s common
stock at a price of $68.25 per share in cash. The offering price is
4.33% below the closing price per share of Amphenol’s common stock
on March 17, 2017, the last trading day before the offer was
commenced. The offer is for approximately 0.65% of the outstanding
shares of Amphenol’s common stock.
Amphenol does not endorse TRC Capital’s unsolicited mini-tender
offer and recommends that stockholders reject the offer of TRC
Capital and not tender their shares. Amphenol 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 U.S.
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.
Stockholders 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.
Amphenol recommends that stockholders who have not responded to TRC
Capital’s offer take no action. Stockholders who have already
tendered their shares may withdraw them at any time prior to 12:01
a.m., New York City time, on April 19, 2017, in accordance with TRC
Capital’s offering documents.
Amphenol 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.
Amphenol requests that a copy of this press release be included
with all distributions of materials relating to TRC Capital’s
mini-tender offer for shares of Amphenol common stock.
Amphenol Corporation is one of the world’s largest designers,
manufacturers and marketers of electrical, electronic and fiber
optic connectors, interconnect systems, antennas, sensors and
sensor-based products and coaxial and high-speed specialty cable.
Amphenol designs, manufactures and assembles its products at
facilities in the Americas, Europe, Asia, Australia and Africa and
sells its products through its own global sales force, independent
representatives and a global network of electronics distributors.
Amphenol has a diversified presence as a leader in high growth
areas of the interconnect market including: Automotive, Broadband
Communications, Commercial Aerospace, Industrial, Information
Technology and Data Communications, Military, Mobile Devices and
Mobile Networks.
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version on businesswire.com: http://www.businesswire.com/news/home/20170322006285/en/
Amphenol CorporationCraig A. Lampo, 203-265-8625Senior Vice
President andChief Financial Officerwww.amphenol.com
Amphenol (NYSE:APH)
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