MOORESVILLE, N.C., Feb. 15, 2016 /PRNewswire/ — Lowe’s Companies, Inc. (NYSE: LOW) today announced that it has been notified of an unsolicited "mini-tender" offer dated February 10, 2016, made by TRC Capital Corporation, a private Canadian investment company, to purchase up to 2,000,000 shares of Lowe’s common stock, less than one fourth of one percent of the outstanding shares. TRC Capital’s unsolicited "mini-tender" offer price of $61.25 per share is approximately 4.5 percent below the $64.15 per share closing price of Lowe’s common stock on February 9, 2016, the last trading day prior to the commencement of the offer. Lowe’s is not affiliated in any way with TRC Capital, the offer or the offer documentation.
Lowe’s 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 Thursday, March 10, 2016.
Lowe’s 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 Lowe’s common stock.
Lowe’s Companies, Inc. (NYSE: LOW) is a FORTUNE® 50 home improvement company serving approximately 16 million customers a week in the United States, Canada and Mexico through its stores and online at Lowes.com, Lowes.ca and Lowes.com.mx. With fiscal year 2014 sales of $56.2 billion, Lowe’s has more than 1,845 home improvement and hardware stores and 265,000 employees. Founded in 1946 and based in Mooresville, N.C., Lowe’s supports the communities it serves through programs that focus on K-12 public education and community improvement projects. For more information, visit Lowes.com.
SOURCE Lowe’s Companies, Inc.