MIDLAND, Mich. & WILMINGTON, Del.--(BUSINESS WIRE)--
DowDuPont™ (NYSE:DWDP) today announced that it has been notified of an
unsolicited “mini-tender" offer by TRC Capital Corporation to purchase
up to 2 million shares, or approximately 0.09 percent of outstanding
shares, of DowDuPont Inc.’s common stock at $60.25 per share, which
was approximately 4.46 percent below the closing share price of
DowDuPont’s common stock on March 23, 2018 ($63.06), the last
trading day prior to the date of TRC Capital’s mini-tender offer, and
approximately 5.4 percent below the closing share price of DowDuPont
common stock on March 29, 2018 ($63.71), the day of this release.
DowDuPont does not endorse TRC Capital’s offer and recommends that
DowDuPont stockholders reject the offer and not tender their shares in
response to TRC Capital’s unsolicited mini-tender offer. This
mini-tender offer is at a price below the market price for DowDuPont
shares (as of today’s date) and is subject to numerous conditions,
including TRC Capital’s ability to obtain financing. DowDuPont is not
associated in any way with TRC Capital, its mini-tender offer or the
offer documentation.
TRC Capital has made similar, unsolicited mini-tender offers for shares
of other publicly-traded companies. Mini-tender offers are designed to
seek to acquire less than 5 percent of a company's outstanding shares,
thereby avoiding many disclosure and procedural requirements of the
Securities and Exchange Commission (“SEC”) that apply to tender offers
for more than 5 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’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. 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. But they later learn that they cannot
withdraw from the offer and may end up selling their securities at
below-market prices."
Like TRC Capital’s other offers, this one puts individual investors at
risk because they may not realize they’re selling their shares at a
discount. DowDuPont urges investors to obtain current market quotations
for their shares, review the conditions to the offer, consult with their
broker or financial advisor and to exercise caution with respect to TRC
Capital’s mini-tender offer.
DowDuPont stockholders who have already tendered 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,
which is currently scheduled at 12:01 a.m. New York City time on
Wednesday, April 25, 2018.
DowDuPont encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketing/minitenders/sia072401.htm
and the NASD Notice to Members 99-53 issued in July 1999, regarding
guidance to members forwarding mini-tender offers to their customers,
which can be found at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
DowDuPont requests that a copy of this press release be included with
all distributions of materials relating to TRC Capital's offer.
About DowDuPont
DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow
Chemical Company and DuPont with the intent to form strong, independent,
publicly traded companies in agriculture, materials science and
specialty products sectors that will lead their respective industries
through productive, science-based innovation to meet the needs of
customers and help solve global challenges. For more information, please
visit us at www.dow-dupont.com.
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Source: DowDuPont