Hormel Foods Recommends Stockholders Reject Unsolicited Below-Market Price Mini-Tender Offer By TRC Capital Corporation
September 28, 2016
TRC Capital’s offer price represents a discount of $1.62 per share, or 4.28 percent, below the Company’s closing price of $37.87 on September 23, 2016, the day prior to the date of the offer. The offer is for approximately 0.57% of the outstanding shares of the Company’s common stock.
The Company does not endorse this unsolicited mini-tender offer and recommends that stockholders do not tender their shares because the offer price is below the Company’s current share price. The Company urges stockholders to obtain current market quotations for their shares of Company common stock, consult with their financial advisor and exercise caution with respect to TRC Capital’s offer.
The Securities and Exchange Commission (the “SEC”) has issued an investor alert regarding mini-tender offers, noting that in making the offers at below-market prices “bidders 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 investor alert can be found on the SEC Web site at http://www.sec.gov/investor/pubs/minitend.htm.
According to the SEC, mini-tender offers are for less than 5 percent of a company’s stock and typically do not provide the same investor protections required of larger tender offers, including the filing of disclosure and other tender offer documents with the SEC and other procedures mandated by U.S. securities laws. TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.
Hormel Foods stockholders who already have tendered their shares are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. New York City time on October 25, 2016.
The Company 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, which can be found on the SEC Web site at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
The Company 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 Company common stock.