Adobe Recommends Rejection of Below-Market Mini-Tender Offer by TRC Capital Corporation
SAN JOSE, Calif. — — Adobe Systems Incorporated (Nasdaq:ADBE) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation to purchase up to 3 million shares, or less than 0.58 percent, of outstanding Adobe common stock at a price of $32.00 per share in cash. TRC’s offer price is approximately 4.53 percent less than the $33.52 closing price of Adobe common stock on Jan. 26, 2011, the day before the offer commenced.
TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
Adobe does not endorse TRC’s offer and recommends that Adobe stockholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the current market price for Adobe shares and is subject to numerous conditions. According to TRC’s offer documents, Adobe stockholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m. New York City time, on Friday, Feb. 25, 2011, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents.
The SEC has cautioned investors about these offers, noting 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.” The SEC’s Investor Tips regarding mini-tender offers may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
Adobe encourages broker and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures.
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