Johnson Controls Recommends Rejection of Below-Market Price Mini-Tender Offer by TRC Capital Corporation
Johnson Controls Is Not Associated In Any Way With TRC Capital Or This Mini-Tender Offer
MILWAUKEE, Aug. 31, 2012 /PRNewswire/ -- Johnson Controls (NYSE: JCI) has been notified of an unsolicited "mini-tender offer" made by TRC Capital Corporation to purchase up to 4,000,000 shares, or approximately 0.58 percent, of Johnson Controls' outstanding common stock at a price of $25.60 per share. TRC Capital's offer price is $1.33, or approximately 4.94% percent, below Johnson Controls' closing share price of $26.93 on August 27, 2012, the date prior to the date of the offer.
Johnson Controls recommends that stockholders not tender their shares in response to TRC Capital's unsolicited mini-tender offer. Johnson Controls is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation.
The TRC Capital offer is at a price below the current market price of Johnson Controls common stock, and TRC Capital's obligation to purchase shares tendered is subject to a number of conditions, including the ability of TRC to obtain sufficient financing on terms satisfactory to TRC.
Johnson Controls strongly urges investors to obtain current market quotations for their shares of common stock, to consult with their financial advisors and to exercise caution with respect to TRC Capital's offer. As the offer is currently structured, stockholders who may already have tendered their shares may withdraw them by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Thursday, September 27, 2012.
Mini-tender offers, such as this one, are third-party offers that seek to acquire less than 5 percent of a company's outstanding shares. While Johnson Controls understands that TRC Capital has made many such mini-tender offers in the past, these offers avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC), and other procedures required by U.S. securities laws.
The SEC has issued an investor alert regarding mini-tender offers. The SEC has noted that, in making the offers at below-market prices, "bidders 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 investor alert can be found at www.sec.gov/investor/pubs/minitend.htm.
Johnson Controls encourages stockbrokers and dealers, as well as other market participants, to review both the SEC and the New York Stock Exchange (NYSE) recommendations on the dissemination of mini-tender offers. These recommendations are available at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and in the Information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001, which can be found under the "Regulation -- NYSE -- Rules & Interpretations -- Information Memos" tab at www.nyse.com.
About Johnson Controls
Johnson Controls is a global diversified technology and industrial leader serving customers in more than 150 countries. Our 162,000 employees create quality products, services and solutions to optimize energy and operational efficiencies of buildings; lead-acid automotive batteries and advanced batteries for hybrid and electric vehicles; and interior systems for automobiles. Our commitment to sustainability dates back to our roots in 1885, with the invention of the first electric room thermostat. Through our growth strategies and by increasing market share we are committed to delivering value to shareholders and making our customers successful. In 2012, Corporate Responsibility Magazine recognized Johnson Controls as the #5 company in its annual "100 Best Corporate Citizens." For additional information, please visit www.johnsoncontrols.com
SOURCE Johnson Controls
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