AMD Recommends Rejection of Below-Market “Mini-Tender” Offer from TRC Capital Corporation
SUNNYVALE, Calif. -AMD (NYSE: AMD) today said it has been notified of a “mini-tender” offer by TRC Capital Corporation to purchase up to 5 million shares of the Company’s common stock, which represents approximately .90 percent of its outstanding shares. AMD cautions its stockholders that TRC’s unsolicited “mini-tender” offer of $13.25 per share was more than 5 percent below the $14.02 per share closing price of AMD stock on October 10, 2007, the day before the “mini-tender” offer was commenced and approximately 9 percent below the $14.55 per share closing price of AMD stock on October 18, 2007.
AMD recommends against tendering shares in response to this unsolicited below-market offer. AMD does not in any way recommend or endorse the TRC Capital Corporation “mini-tender” offer, and AMD is in no way associated with TRC Capital Corporation, the “mini-tender” offer or the offer documentation.
TRC Capital has a history of making “mini-tender” offers for the shares of other companies for its profit. These offers are devised to seek less than 5 percent of a company’s outstanding shares, thereby avoiding many procedural and disclosure requirements of the Securities and Exchange Commission (“SEC”) because they are below the SEC’s threshold to provide such disclosure and procedural protections for investors.
The SEC has issued an investor alert regarding these “mini-tender” 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.” Investors are urged to consult with their broker or financial advisor on such matters. The SEC’s advisory may be found at http://www.sec.gov/investor/pubs/minitend.htm. The Ontario Securities Commission has also issued an advisory titled “Approach mini-tenders with caution!” (http://www.osc.gov.on.ca/Investor/Alert/ia_20040518_mini-tenders.jsp).
AMD stockholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital Corporation offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time, on Friday, November 9, 2007.
AMD refers broker/dealers and other market participants in the dissemination of TRC Capital’s offer to the SEC’s recommendations to broker/dealers in these circumstances which can be found at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and to Information Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found under the “Market Professional - Information Memos” tab on the NYSE’s website at www.nyse.com.
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