Cognizant Recommends Shareholders Reject "Mini-Tender" Offer By TRC Capital Corporation

Mar 14, 2016, 06:00 ET from Cognizant

TEANECK, N.J., March 14, 2016 /PRNewswire/ -- Cognizant Technology Solutions Corporation (the "Company") (NASDAQ: CTSH), has learned that TRC Capital Corporation ("TRC") has made an unsolicited "mini-tender" offer dated March 8, 2016. TRC has offered to purchase 2 million shares of Class A common stock of the Company at $53.50 per share in cash. The offering price is approximately 4.34 percent below the closing price per share of the Company's Class A common stock on March 8, 2016.

The Company does not endorse TRC's unsolicited mini-tender offer and recommends that stockholders reject this unsolicited offer and do not tender their stock. The Company is not associated with TRC, its mini-tender offer or the mini-tender offer documentation.

Mini-tender offers seek less than 5 percent of a company's outstanding stock. This allows the offering company to avoid many of the United States Securities and Exchange Commission (the "SEC") disclosure and procedural requirements for tender offers.

The SEC's guidance to investors on mini-tender offers is available at www.sec.gov/investor/pubs/minitend.htm. This alert advises that mini-tender offers "have been increasingly used to catch investors off guard" and that investors "may end up selling their securities at below-market prices."

TRC has made many similar unsolicited mini-tender offers for stock of other public companies. Like its other offers, this offer puts individual investors at risk because they may not realize they are selling their shares at a discount. The Company urges investors to get current quotes for their stock, consult their financial advisors and exercise caution with respect to TRC's offer. The Company recommends that stockholders who have not responded to TRC's offer take no action. Stockholders who already have tendered their shares may withdraw them by providing, prior to the expiration of the offer, the written notice described in the TRC offering documents. The offer is set to expire at 12:01 a.m. Eastern Daylight Time on Friday, April 8, 2016, but TRC may extend this offer at its discretion.

The Company 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 http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

The Company requests that a copy of this press release be included with all distributions of materials related to TRC's offer for shares of the Company's Class A common stock.

About Cognizant
Cognizant (NASDAQ: CTSH) is a leading provider of information technology, consulting, and business process outsourcing services, dedicated to helping the world's leading companies build stronger businesses. Headquartered in Teaneck, New Jersey (U.S.), Cognizant combines a passion for client satisfaction, technology innovation, deep industry and business process expertise, and a global, collaborative workforce that embodies the future of work. With over 100 development and delivery centers worldwide and approximately 221,700 employees as of December 31, 2015, Cognizant is a member of the NASDAQ-100, the S&P 500, the Forbes Global 2000, and the Fortune 500 and is ranked among the top performing and fastest growing companies in the world. Visit us online at www.cognizant.com or follow us on Twitter: Cognizant.

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