CINCINNATI, April 19, 2017 /PRNewswire/ -- The Kroger Co.
(NYSE: KR) today announced that it received notice of an
unsolicited "mini-tender" offer by TRC Capital Corporation (TRC
Capital) to purchase up to 4 million Kroger common shares at a
price of $28.70 per share in cash.
The offering price is 4.24 percent below the closing price per
share of Kroger's common shares on April 13,
2017, the last trading day before the offer was commenced.
The offer is for approximately 0.44 percent of the common shares
outstanding.
Kroger does not endorse TRC Capital's unsolicited mini-tender
offer and recommends that shareholders do not tender their shares
because the offer is at a price below the current market price for
Kroger's shares and subject to numerous conditions. Kroger is not
associated with TRC Capital, its mini-tender offer or the
mini-tender offer documentation.
Mini-tender offers seek to acquire less than 5 percent of a
company's shares outstanding. Consequently, they can avoid many
disclosure and procedural requirements of U.S. Securities and
Exchange Commission (SEC) rules that apply to offers for more than
5 percent of a company's shares outstanding.
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.
Kroger 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 May 16, 2017, according to TRC Capital's offering
documents. TRC Capital may extend the offering period at its
discretion.
Kroger 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.
Kroger 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 shares of Kroger's common stock.
Every day, the Kroger Family of Companies makes a difference in
the lives of eight and a half million customers and 443,000
associates who shop or serve in 2,796 retail food stores under a
variety of local banner names in 35 states and the District of Columbia. Kroger and its
subsidiaries operate an expanding ClickList offering – a
personalized, order online, pick up at the store service – in
addition to our 2,255 pharmacies, 784 convenience stores, 319 fine
jewelry stores, 220 retail health clinics, 1,445 supermarket fuel
centers and 38 food production plants in the United States. Kroger is recognized as one
of America's most generous companies for its support of more than
100 Feeding America food bank partners, breast cancer research and
awareness, the military and their families, and more than 145,000
community organizations including schools. A leader in supplier
diversity, Kroger is a proud member of the Billion Dollar
Roundtable.
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SOURCE The Kroger Co.