ZUG, Switzerland, Aug. 22, 2014 /PRNewswire/ -- Weatherford
International plc (NYSE: WFT) has received notification of an
unsolicited "mini-tender" offer by TRC Capital Corporation to
purchase up to 5,000,000 shares, or approximately 0.65 percent, of
the outstanding ordinary shares of Weatherford at $21.15 per share. TRC Capital's offer is
approximately 4.3% below Weatherford's closing price of
$22.10 on August 18, 2014, the day before the offer
commenced. Weatherford does not endorse this unsolicited
mini-tender offer and recommends that shareholders reject the
offer.
Logo -
http://photos.prnewswire.com/prnh/19990308/WEATHERFORDLOGO
Weatherford recommends that shareholders who have not responded
to TRC Capital reject the offer by taking no action because the
offer is at a price below the current market price for Weatherford
shares and is subject to numerous conditions, including any
decrease in the market price of Weatherford's shares and the
ability of TRC Capital to obtain financing on satisfactory terms.
Weatherford further recommends that shareholders who have already
tendered shares in TRC Capital's offer withdraw their shares by
providing the written notice described in the offering documents
prior to the time of expiration stated in the offer, which is
12:01 a.m., "New York City time," on Thursday, Sept. 18, 2014.
TRC Capital has made many similar "mini-tender" offers for
shares of other companies. Mini-tenders are third-party offers that
seek to acquire less than five percent of a company's outstanding
shares, thereby avoiding many disclosure and procedural
requirements of the Securities and Exchange Commission (SEC) that
apply to offers for more than five percent of a company's
outstanding shares. 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 SEC has advised investors to "exercise extreme caution" with
regard to mini-tender offers, noting: "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's Investor Tips
regarding mini-tender offers may be found on the SEC's website at:
http://www.sec.gov/investor/pubs/minitend.htm.
Weatherford encourages stockbrokers and dealers, as well as
other market participants, to review the SEC and New York Stock
Exchange (NYSE) recommendations on the dissemination of mini-tender
offers. These recommendations are available at:
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm,
and in the information Memo Number 01-27 issued by the NYSE, which
can be found under the "Regulation – NYSE -Rules &
Interpretations - Information Memos" tab at:
http://www.nyse.com/nysenotices/nyse/information-memos/detail?memo_id=01-27.
Weatherford urges shareholders to obtain current market
quotations for their shares, review the conditions to the offer,
and consult with their broker or financial adviser. Weatherford is
not associated with TRC Capital, this mini-tender offer or the
offer documentation.
To further educate and protect our shareholders, Weatherford
requests that TRC Capital include a copy of this news release with
all distributions of materials relating to TRC Capital's
mini-tender offer.
About Weatherford
Weatherford is one of the largest multinational oilfield service
companies. Weatherford's product and service portfolio spans the
lifecycle of the well, and includes Well Construction, Formation
Evaluation, Completion and Artificial Lift. The Company provides
innovative solutions, technology and services to the oil and gas
industry, and operates in over 100 countries.
Weatherford Contacts
|
Krishna
Shivram
|
+1.713.836.4610
|
|
Executive Vice
President and Chief Financial Officer
|
|
|
|
|
|
Karen
David-Green
|
+1.713.836.7430
|
|
Vice President –
Investor Relations
|
|