FirstEnergy Recommends Shareholders Reject "Mini-Tender Offer" by TRC Capital Corporation SEC Advises Investors to "Exercise Extreme Caution" with Mini-Tender Offers
AKRON, Ohio, May 22, 2014 /PRNewswire/ -- FirstEnergy Corp. (NYSE: FE) received notification on May 21 of an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase up to 3,000,000 shares of FirstEnergy common stock, or approximately 0.71 percent of the outstanding shares, at $30.15 per share. TRC Capital's offer is below the current market price for FirstEnergy common stock. FirstEnergy does not endorse this unsolicited mini-tender offer and recommends that shareholders reject the offer.
FirstEnergy recommends that shareholders who have not responded to TRC Capital reject the offer by taking no action because the offer is at a price below the current market price for FirstEnergy shares and is subject to numerous conditions. FirstEnergy further recommends that shareholders who have already tendered shares in TRC Capital's offer withdraw their shares by providing the written notice described in the offering documents prior to the time of expiration stated in the offer, which is 12:01 a.m., "New York City time," on Friday, June 20, 2014.
TRC Capital's offering price is 3.49 percent below the $31.24 per share closing price of FirstEnergy shares on May 20, 2014, the day before the offer commenced. In addition, TRC Capital is able to terminate or amend its offer at any time before the expiration of the offer if certain conditions occur, including any decrease in the market price of the company's shares. The offer documentation also states that the offer is subject to the availability of financing on terms satisfactory to TRC Capital.
TRC Capital has made many similar mini-tender offers for shares of other companies. Mini-tenders are third-party offers that seek to acquire less than 5 percent 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 percent 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 advised investors to "exercise extreme caution" with regard to mini-tender offers, noting: "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: http://www.sec.gov/investor/pubs/minitend.htm.
FirstEnergy encourages stockbrokers and dealers, as well as other market participants, to review the SEC and New York Stock Exchange (NYSE) recommendations on the dissemination of mini-tender offers. These recommendations are available at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and in the information Memo Number 01-27 issued by the NYSE, which can be found under the "Regulation – NYSE -Rules & Interpretations - Information Memos" tab at: http://www.nyse.com/nysenotices/nyse/information-memos/detail?memo_id=01-27.
FirstEnergy urges shareholders to obtain current market quotations for their shares, review the conditions to the offer, and consult with their broker or financial adviser. FirstEnergy is not associated with TRC Capital, this mini-tender offer or the offer documentation.
To further educate and protect our shareholders, FirstEnergy requests that TRC Capital include a copy of this news release with all distributions of materials relating to TRC Capital's mini-tender offer.
FirstEnergy is a diversified energy company dedicated to safety, reliability and operational excellence. Its 10 electric distribution companies form one of the nation's largest investor-owned electric systems, serving customers in Ohio, Pennsylvania, New Jersey, West Virginia, Maryland and New York. Its generation subsidiaries currently control nearly 18,000 megawatts of capacity from a diversified mix of scrubbed coal, non-emitting nuclear, natural gas, hydro and other renewables. Follow FirstEnergy on Twitter @FirstEnergyCorp.
SOURCE FirstEnergy Corp.