Mondelēz International, Inc. has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 2.5 million shares of Mondelēz International common stock, representing less than 0.2% of shares outstanding. TRC’s offer price of $42.20 per share is approximately 4.4% below the closing price per share of Mondelēz International’s common stock on Feb. 16, 2018, the last trading day before the commencement of the offer. Mondelēz International does not endorse TRC’s unsolicited mini-tender offer and is not associated with TRC, its mini-tender offer or the mini-tender offer documents. Because TRC’s offer price is at a price below the current market price, Mondelēz International recommends that stockholders not tender their shares (i.e., take no action) or, if they have already tendered shares, withdraw their shares by providing the written notice described in the TRC mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on Wednesday, March 21, 2018. TRC may extend the offering period at its discretion.
Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC’s mini-tender offer. Mini-tender offers, such as this one by TRC, do not give investors the same level of protection afforded by larger tender offers. For example, in making this offer, TRC is not required to file disclosure and other offer documents with the Securities and Exchange Commission or adhere to additional procedures mandated by U.S. securities laws.
The SEC has cautioned investors that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”
