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Target Urges Shareholders to Reject Below-Market Offer

Target wants shareholders to reject an unsolicited “mini-tender offer” by TRC Capital to buy up to 2 million shares of Target’s common stock for $59 a share in cash, without interest, or about 0.32 percent of outstanding shares, Target said…

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Tuesday. The offering price is about 4.5 percent below the closing price per share of Target common stock Oct. 30, the last trading day before the mini-tender offer was initiated, Target said. The retailer said the offer price is “below the current market price for Target shares and is subject to numerous conditions, including TRC Capital obtaining sufficient financing necessary to consummate the offer.” Target also recommended that any shareholders who tendered shares to TRC Capital “withdraw those shares by providing the written notice” before the offer expires Dec. 2. According to Target, TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to seek “less than five percent of a company’s outstanding shares, thereby avoiding many investor protections, including the disclosure and procedural requirements applicable to most bids under United States securities laws,” Target said. The SEC has cautioned investors about mini-tender offers, saying “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,” Target said.