NIKE, Inc. Recommends That Shareholders Reject “Mini-Tender” Offer
April 26 2016 - 4:15PM
Business Wire
NIKE, Inc. (NYSE: NKE) today announced that it has been notified
of an unsolicited “mini-tender” offer dated April 21, 2016, made by
TRC Capital Corporation, a private Canadian investment company, to
purchase up to 2,000,000 shares of NIKE Class B Common Stock, less
than one sixth of one percent of the outstanding shares. TRC
Capital’s unsolicited “mini-tender” offer price of $57.00 per share
is approximately 4.39% below the $59.62 per share closing price of
NIKE’s Class B Common Stock on April 20, 2016, the last trading day
prior to the commencement of the offer. NIKE is not affiliated in
any way with TRC Capital, the offer or the offer documentation.
NIKE recommends that shareholders reject this unsolicited offer,
for the reasons described below.
TRC Capital has made many similar “mini-tender” offers for the
shares of other companies. “Mini-tender” offers seek to purchase
less than five percent of a company’s outstanding shares, thereby
avoiding many disclosure and procedural rules of the United States
Securities and Exchange Commission (the “SEC”) because the offers
are below the SEC’s threshold for requiring such disclosure and
procedural protections for investors.
The SEC has cautioned investors about “mini-tender” offers in an
investor alert. The SEC noted that these offers “have been
increasingly used to catch investors off guard” and that many
investors who hear about “mini-tender” offers “surrender their
securities without investigating the offer, assuming that the price
offered includes the premium usually present in larger, traditional
tender offers.” To read more about the risks of “mini-tender”
offers, please review the alert on the SEC’s website at
http://www.sec.gov/investor/pubs/minitend.htm.
Shareholders should consult their financial advisors and should
exercise caution with respect to TRC Capital’s offer. Shareholders
who have already tendered should consider the advisability of
withdrawing their shares as permitted under TRC Capital’s Offer to
Purchase documents. According to the offer documents, the offer is
currently scheduled to expire at 12:01 a.m., New York City time, on
Friday, May 20, 2016. NIKE 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 NIKE’s common
stock.
About NIKE, Inc.
NIKE, Inc., based near Beaverton, Oregon, is the world’s leading
designer, marketer and distributor of authentic athletic footwear,
apparel, equipment and accessories for a wide variety of sports and
fitness activities. Wholly-owned NIKE, Inc. subsidiary brands
include Converse, which designs, distributes and licenses casual
sneakers, apparel and accessories; and Hurley, which designs and
distributes a line of action sports and youth lifestyle apparel and
accessories. For more information, NIKE, Inc.’s earnings releases
and other financial information are available on the Internet at
http://investors.NIKE.com. Individuals can also visit
http://news.nike.com/ and follow @Nike.
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version on businesswire.com: http://www.businesswire.com/news/home/20160426006777/en/
NIKE, Inc.Investor Contact:Kelley
Hall, 503-532-3793orMedia
Contact:Kellie Leonard, 503-671-6171
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