United Continental Holdings, Inc. (UAL) today announced that it received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 2,000,000 shares of UAL’s common stock at a price of $57.00 per share in cash.
The offering price is 4.44% below the closing price per share of UAL’s common stock on November 3, 2017, the last trading day prior to the date of the offer. The offer is for approximately 0.68 percent of the outstanding shares of UAL common stock.
UAL does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. UAL is not affiliated or associated in any way with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers seek to acquire less than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company’s shares outstanding. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers 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.”
Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer.
UAL recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on December 6, 2017, in accordance with TRC’s offering documents. TRC Capital may extend the offering period at its discretion.
UAL 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.