FPL Group recommends rejection of mini-tender offer by TRC Capital Corporation
FPL Group, Inc. (NYSE:FPL) today said it has received notification of an unsolicited “mini-tender offer” by TRC Capital Corporation to acquire up to 2 million shares of FPL Group common stock, representing less than one half of 1 percent of FPL Group’s outstanding shares. TRC’s offer price of $58 per share in cash represented, as TRC Capital’s own offer document acknowledges, approximately a 4.65 percent discount below FPL Group’s closing price on the New York Stock Exchange on Aug. 26, 2008, the day before the offer commenced.
FPL Group recommends against shareholders tendering their shares in response to TRC Capital’s unsolicited mini-tender offer. Mini-tender offers such as this one avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures required by U.S. securities laws. FPL Group is not affiliated or associated with TRC Capital Corporation, this unsolicited mini-tender offer or the offer documentation.
FPL Group strongly urges investors to obtain current market quotes on FPL Group’s stock, consult with their financial advisors and exercise caution in examining TRC Capital’s offer. In addition, shareholders should be aware that this mini-tender offer is highly conditional, and TRC Capital has expressly reserved the right to amend or terminate the offer if, among other things, the market price of FPL Group common stock has decreased since the commencement of the offer. As of the close of business yesterday, the market price of FPL Group common stock had decreased to $56.40.
The SEC has issued investor tips about mini-tender offers. The SEC states: “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 advisory can be found at www.sec.gov/investor/pubs/minitend.htm. In addition, the Canadian Securities Administrators have issued an advisory entitled “Mini-Tender Offers -- Watch Out For Mini-Tender Offers Below Market Price!” which may be found at www.osc.gov.on.ca/Media/NewsReleases/1999/nr_19990927_mini.jsp.
FPL Group recommends that any shareholder who has not responded to this offer do nothing. The company also recommends that shareholders who have already tendered shares to TRC Capital take action to reverse that decision by providing the written notice described in the TRC Capital offering documents prior to expiration of the offer, currently scheduled for 12:01 a.m. on Friday, Sept. 26, 2008.
FPL Group 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 www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
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