On March 14, 2019 DXC Technology (NYSE: DXC) reported that it has received notice of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to two million shares of DXC’s common stock at a price of $63.63 per share in cash (Press release, DynPort Vaccine Company, MAR 14, 2019, View Source [SID1234534345]). The offering price is 4.56 percent below the closing price per share of DXC’s common stock on February 22, 2019, the last trading day before the tender offer commenced. The offer is for approximately 0.75 percent of the outstanding shares of DXC’s common stock.
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DXC does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that stockholders reject the offer of TRC Capital and not tender their shares. DXC is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
Mini-tender offers are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.
The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are, "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 guidance to investors on mini-tender offers is available at View Source TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.
Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. DXC recommends that stockholders who have not responded to TRC Capital’s offer take no action. Stockholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on March 26, 2019, in accordance with TRC Capital’s offering documents.
DXC 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
DXC requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s mini-tender offer for shares of DXC common stock.