UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 20, 2015
Date of Report (Date of earliest event reported)
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-15405 | | 77-0518772 |
(State or other Jurisdiction | | (Commission File Number) | | (IRS Employer |
of Incorporation) | | | | Identification No.) |
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5301 Stevens Creek Boulevard
Santa Clara, CA 95051
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (408) 345-8886
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
On April 20, 2015, Agilent Technologies, Inc. (the “Company”) issued a press release announcing that it has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (“TRC Capital”) to purchase up to two million, five hundred thousand (2,500,000) shares, or approximately 0.75% of the Company’s common shares outstanding as of March 31, 2015. The Company does not endorse TRC Capital’s mini-tender offer and recommends that shareholders do not tender their shares.
The information contained in this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:
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Exhibit No. | | Description | | | |
99.1 | | | Press release dated April 20, 2015 regarding an unsolicited “mini-tender” offer by TRC Capital Corporation. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| AGILENT TECHNOLOGIES, INC. |
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| By: | /s/ Michael Tang |
| Name: | Michael Tang |
| Title: | Vice President, Assistant General Counsel and |
| | Assistant Secretary |
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Date: April 20, 2015 | |
EXHIBIT INDEX
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Exhibit No. | | Description | | | |
99.1 | | | Press release dated April 20, 2015 regarding an unsolicited “mini-tender” offer by TRC Capital Corporation.
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Exhibit 99.1
EDITORIAL CONTACT:
Michele Drake
+1 408 345 8396
michele_drake@agilent.com
INVESTOR CONTACT:
Alicia Rodriguez
+1 408 345 8948
alicia_rodriguez@agilent.com
Agilent Technologies, Inc. Recommends Stockholders Reject TRC Capital’s “Mini-Tender” Offer
Highlights:
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• | Unsolicited mini-tender offer is below current market price for Agilent Technologies, Inc. shares. |
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• | Stockholders who have already tendered shares advised to withdraw. |
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• | Agilent Technologies, Inc. urges investors to review current share price, exercise caution and consult with advisors. |
SANTA CLARA, Calif., April 20, 2015 - 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.
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