US: Kraft urges investors to reject TRC Capital share offer
Kraft said it “does not endorse” TRC's unsolicited mini-tender offer
Kraft Foods Group has called on shareholders to turn down an "unsolicited" mini-tender offer from private-equity firm TRC Capital for a portion of the company's stock.
The US firm said the Canadian investment fund is looking to purchase up to 2m shares of Kraft common stock for $44 per share. The stake is 0.34% of Kraft Foods Group's outstanding share capital.
Kraft Food Group said TRC's offer was 4.37% below the price of its stock on 13 December, the last full trading day prior to the offer.
Kraft said it "does not endorse" TRC's unsolicited mini-tender offer and recommends that shareholders "do not tender their shares in response to it".
This is the second approach on Kraft by TRC Capital. In 2007, the then Kraft Foods advised its shareholders to reject a mini-tender offer from the company for 3m shares.
Kraft Foods Group's share price was up 0.43% at $46.43 at 12:45 ET.
KRAFT FOODS GROUP RECOMMENDS SHAREHOLDERS REJECT MINI-TENDER OFFER BY TRC CAPITAL CORPORATION
NORTHFIELD, Ill., Dec. 18, 2012 /PRNewswire/ -- Kraft Foods Group, Inc. (NASDAQ: KRFT) has been notified of an unsolicited mini-tender offer by TRC Capital Corporation (TRC) to purchase up to two million shares of Kraft common stock, representing 0.34% of Kraft's shares of common stock outstanding. TRC's offer price of $44 per share is 4.37% below the closing price of Kraft's common stock on Dec. 13, 2012, the last full trading day prior to the offer. Kraft does not endorse TRC's unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to it. The company is not associated with TRC, the unsolicited offer or the offer documentation.
Mini-tender offers are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws. The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices 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 guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm.
Kraft urges shareholders to obtain current market quotes for their shares; review the conditions to TRC's offer; consult with their financial advisors; and exercise caution with respect to this offer, which is below the current market price for Kraft shares. The company recommends that shareholders who have not responded to TRC's offer take no action. Shareholders who already have tendered their shares may withdraw them at any time prior to 12:01 a.m. Eastern time on Wednesday, Jan. 16, 2013 by providing the written notice described in the TRC offering documents.
TRC previously has made similar unsolicited mini-tender offers for shares of a number of other publicly traded companies.
Original source: Kraft Foods
Companies: Kraft Foods Group
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