Campbell Soup Company (NYSE: CPB) has received notification of an unsolicited “mini-tender” offer made to its shareowners by TRC Capital Corporation on October 3, 2001, to purchase up to 12,500,000 or approximately 3% of the company’s shares at a price of $27.25 per share. Campbell is not affiliated with TRC and was not informed in advance of the offer.
A mini-tender offer is an offer for not more than 5% of a company’s securities. It is not subject to the disclosure and procedural protections mandated by law for larger tender offers. The Securities and Exchange Commission (SEC) has recommended that shareowners solicited in mini tender offers exercise caution in connection with these offers and has issued an investor alert, available on the SEC’s website at http://www.sec.gov/investor/pubs/minitend.htm, which provides specific steps investors should consider before deciding to sell their stock in response to a mini-tender offer.
Campbell cautions its shareowners that the materials in connection with this offer omit certain important facts about the offer. TRC’s offer is subject to a number of conditions which shareowners are encouraged to review carefully, including a financing condition, and the offer may be terminated at any time for any reason by TRC. TRC has provided little information about itself and no information about its ability to pay for the shares tendered.
On September 28, 2001, Campbell’s Board of Directors declared a regular quarterly dividend on its stock of 15.75 cents per share. The dividend is payable October 31, 2001 to shareowners of record at the close of business on October 5, 2001. Although shareowners who held their shares on the October 5 record date and who tender or otherwise sell their shares after the October 5 record date could normally expect to receive the dividend, TRC’s offer conditions acceptance of shares for payment upon the shareowner’s transfer of all dividends, distribution and rights declared, paid or distributed after October 3, 2001. This means that TRC rather than the tendering shareowner would, under the terms of the offer, be entitled to receive the quarterly dividend.
In the event that Campbell’s share price is greater than the sum of $27.25 plus a normal sales commission, most shareowners can sell their shares in the marketplace and receive greater value than they would receive by tendering into the offer and would retain the right to receive the regular quarterly dividend if they were shareowners on the October 5 record date. Due to market and other conditions, however, it is possible that certain shareowners may be able to receive greater value by tendering their shares into the offer.
Campbell declines to take a position on this offer and urges shareowners who are considering tendering their shares to obtain current market price quotations and to consult with their brokers or financial advisors before tendering shares in the offer.