27 Apr Nike Recommends Shareholders Reject “Mini-Tender” Offer
Nike Inc. is recommending that shareholders reject an unsolicited offer made by TRC Capital Corporation, a private Canadian investment company, to purchase up to 2 million shares of Nike Class B Common Stock.
Nike said it has been notified of an unsolicited “mini-tender” offer dated April 21, 2016, made by TRC Capital Corporation to purchase up to 2 million shares of Nike Class B Common Stock, less than one sixth of one percent of the outstanding shares.
TRC Capital’s unsolicited “mini-tender” offer price of $57.00 per share is approximately 4.39 percent below the $59.62 per share closing price of Nike’s Class B Common Stock on April 20, 2016, the last trading day prior to the commencement of the offer. Nike is not affiliated in any way with TRC Capital, the offer or the offer documentation.
Nike 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 are being advised to 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 Friday, May 20, 2016. Nike 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 Nike’s common stock.