FAIRFIELD, Conn.--(BUSINESS WIRE)--General Electric Company (NYSE: GE) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation to purchase up to 5 million shares, or approximately 0.05%, of the outstanding GE common stock at a price of $15.15 per share. TRC’s offer price represents approximately a 4.5% discount to the $15.86 closing price of GE common stock on November 16, 2010, the day before the offer commenced. In addition, TRC’s offer is subject to numerous conditions, including the availability of financing on terms satisfactory to TRC.
GE does not endorse TRC’s offer and recommends that shareholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the current market price for GE shares and is subject to numerous conditions. GE urges shareholders considering TRC’s offer to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser and exercise caution with respect to TRC’s offer. GE is not associated in any way with TRC, its mini-tender offer or the offer documentation.
According to TRC’s current offer documents, GE shareholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m., New York City time, on Friday, December 17, 2010, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents.
TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5% of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC) that apply to offers for more than 5% of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about these 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.” The SEC’s Investor Tips regarding mini-tender offers may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
GE encourages broker and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found on the NYSE’s Website at www.nyse.com.
GE requests that a copy of this press release be included with all distributions of materials relating to TRC’s offer.
GE (NYSE: GE) is a diversified infrastructure, finance and media company taking on the world’s toughest challenges. From aircraft engines and power generation to financial services, health care solutions, and television programming. GE operates in more than 100 countries and employs about 300,000 people worldwide. For more information, visit the company's Web site at www.ge.com.