DUBLIN — Medtronic plc (NYSE:MDT) recently became aware that TRC Capital Investment Corporation (TRC) has made an unsolicited mini-tender offer to purchase up to 1,500,000 Medtronic ordinary shares, representing approximately 0.1% of the company’s outstanding ordinary shares. TRC’s offer price of $77.25 per share in cash is approximately 4.5% lower than the $80.91 closing price of Medtronic ordinary shares on January 20, 2023, the last closing price prior to commencement of the offer.
Medtronic does not recommend or endorse TRC’s unsolicited below-market mini-tender offer. Further, because the offer is at a price significantly below the current market price of Medtronic ordinary shares, Medtronic recommends that shareholders not tender their shares. Medtronic is not affiliated or associated with TRC, its mini-tender offer, or the mini-tender offer documentation.
Medtronic urges shareholders to obtain current market quotations for their shares, to consult with their broker or financial advisor, and to exercise caution with respect to TRC’s mini-tender offer. Medtronic recommends that shareholders who have not responded to TRC’s offer take no action. Medtronic also recommends that shareholders who have already tendered their shares withdraw those shares in accordance with TRC’s offering documents prior to the expiration of the offer. The offer is currently scheduled to expire at 12:01 a.m. New York City time on Wednesday, February 22, 2023, unless the offer is extended or earlier terminated.
TRC has made similar below-market mini-tender offers for other companies’ shares. Mini-tender offers are devised to seek less than 5% of a company’s stock, thereby avoiding many filing, disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC).
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 http://www.sec.gov/investor/pubs/minitend.htm(opens new window).
Medtronic 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 https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm(opens new window). Medtronic requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer related to Medtronic ordinary shares.