Walmart recommends shareholders reject “mini-tender” offer by TRC Capital Corporation
January 26 2016 - 2:39PM
Business Wire
Wal-Mart Stores, Inc. (NYSE: WMT) has learned that TRC Capital
Corporation (TRC) has made an unsolicited “mini-tender” offer dated
Jan. 20, 2016. TRC has offered to purchase up to 2 million shares
of Walmart’s common stock at $59.88 per share. The offering price
is approximately 4.3 percent below the closing price per share of
Walmart’s common stock on Jan. 19, 2016, the last trading day
before the commencement of the offer. Walmart is in no way
associated with TRC and recommends that shareholders reject this
unsolicited offer.
Mini-tender offers seek less than 5 percent of a company’s
outstanding shares. This allows the offering company to avoid many
of the U.S. Securities and Exchange Commission (SEC) disclosure and
procedural requirements for tender offers.
The SEC’s guidance to investors on mini-tender offers is
available at www.sec.gov/investor/pubs/minitend.htm. This alert
advises that mini-tender offers “have been increasingly used to
catch investors off guard” and that investors “may end up selling
their securities at below-market prices.”
TRC has a history of mini-tender offers. Like its other offers,
this one puts individual investors at risk because they may not
realize they’re selling their shares at a discount. Walmart urges
investors to get current stock quotes for their shares of Walmart,
consult their financial advisors and exercise caution with respect
to TRC’s offer. Shareholders who may already have tendered their
shares may withdraw them by providing, prior to the expiration of
the offer, the written notice described in the TRC offering
documents. The offer is set to expire at 12:01 a.m. Eastern
Standard Time on Thursday, Feb. 18, 2016, but TRC may extend this
offer at its discretion.
Walmart requests that a copy of this news release be included
with all distributions of materials related to TRC’s offer for
shares of Walmart common stock.
About Walmart
Wal-Mart Stores, Inc. (NYSE: WMT) helps people around the world
save money and live better - anytime and anywhere - in retail
stores, online, and through their mobile devices. Each week, nearly
260 million customers and members visit our nearly 11,600 stores
under 72 banners in 28 countries and e-commerce websites in 11
countries. With fiscal year 2015 revenue of $485.7 billion, Walmart
employs approximately 2.2 million associates worldwide. Walmart
continues to be a leader in sustainability, corporate philanthropy
and employment opportunity. Additional information about Walmart
can be found by visiting http://corporate.walmart.com on Facebook
at http://facebook.com/walmart and on Twitter at
http://twitter.com/walmart.
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version on businesswire.com: http://www.businesswire.com/news/home/20160126006559/en/
Wal-Mart Stores, Inc.Media Relations:Randy Hargrove,
800-331-0085orInvestor Relations:Pauline Mohler,
479-277-0218
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