On June 17, 2020 Centene Corporation (NYSE: CNC) reported that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation ("TRC Capital") to purchase up to 2,000,000 shares of Centene’s common stock at an offer price of $59.00 net per share in cash, which is an approximate 4.75% discount to the $61.94 per share closing price of Centene’s common stock on the New York Stock Exchange on June 12, 2020, the last trading day before the commencement of TRC Capital’s mini-tender offer, and an approximately 7.13% discount to the $63.53 per share closing price of Centene’s common stock on June 17, 2020, the day of this release (Press release, Centene , JUN 17, 2020, https://www.prnewswire.com/news-releases/centene-recommends-stockholders-reject-mini-tender-offer-by-trc-capital-investment-corporation-301079145.html [SID1234561197]).
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Centene does not endorse TRC Capital’s mini-tender offer and is not associated in any way with TRC Capital, its mini-tender offer or its mini-tender offer documents.
Centene recommends that its stockholders reject the offer and not tender their shares in response to TRC Capital’s below-market offer. This mini-tender offer is at a price below the market price for Centene’s common stock (as of today’s close) and is subject to a number of conditions, including, among others, that there has not been a decrease in the market price of shares of Centene common stock and TRC Capital’s ability to obtain debt financing sufficient, together with cash on hand, to consummate the offer.
TRC Capital has made similar mini-tender offers for the shares of other companies. TRC Capital’s mini-tender offer seeks less than 5% of Centene’s outstanding common stock, thereby avoiding many disclosure requirements and procedural protections of the Securities and Exchange Commission ("SEC"). The SEC has cautioned investors about mini-tender offers in an investor alert, advising 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 cautionary alert for investors regarding mini-tender offers is on its website at: View Source
Stockholders should obtain current market quotations for their shares of Centene common stock, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. Stockholders who have already tendered shares are advised that they may withdraw their shares by providing the written notice described in the TRC Capital mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on Wednesday, July 15, 2020.
Centene encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at View Source
Centene requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s mini-tender offer for Centene common stock.