SAIC Recommends Rejection of Below-Market Price Mini-Tender Offer by TRC Capital Corporation SAIC Not Associated in any way with TRC or this Mini-Tender Offer
MCLEAN, Va., March 7, 2014 /PRNewswire/ -- Science Applications International Corporation (NYSE: SAIC) has been notified of an unsolicited "mini-tender offer" made by TRC Capital Corporation (TRC) to SAIC stockholders to purchase up to 700,000 shares of SAIC common stock at a price of $35.35 per share. TRC's offer price represents a discount of $1.78 per share, or 4.79 percent, below SAIC's closing price of $37.13 on February 26, 2014, the date of the offer.
SAIC recommends that stockholders not tender their shares because the offer price is below SAIC's current share price, and urges them to obtain current market quotations for their shares of SAIC common stock, consult with their financial advisor and exercise caution with respect to TRC's offer. SAIC notes that the offer is subject to the satisfaction of a substantial number of conditions, including the absence of any decrease in the market price of SAIC shares from the price on the date of the offer and the ability of TRC to finance the offer. If the market price of SAIC shares falls or TRC cannot obtain financing, TRC is permitted to terminate the offer and not purchase any shares.
The Securities and Exchange Commission (SEC) has issued an investor alert regarding mini-tender offers, noting 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 on the SEC website at: http://www.sec.gov/investor/pubs/minitend.htm.
According to the SEC, mini-tender offers are for less than 5 percent of a company's stock and typically do not provide the same investor protections required of larger tender offers, including the filing of disclosure and other tender offer documents with the SEC and other procedures mandated by U.S. securities laws.
SAIC does not endorse this unsolicited mini-tender offer, and SAIC is not associated in any way with TRC, the mini-tender offer or the offer documentation. SAIC stockholders who already have tendered their shares are advised that they may withdraw their shares by providing the written notice described in the TRC offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. EDT on March 28, 2014.
SAIC encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm; and the NASD Notice to Members 99-53, issued in July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
SAIC requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's mini-tender offer.
SAIC is a leading technology integrator providing full life-cycle services and solutions in the technical, engineering, and enterprise information technology markets. SAIC's deep domain knowledge and customer relationships enable the delivery of systems engineering and integration offerings for large, complex government and commercial projects. SAIC's approximately 14,000 employees serve customers in the U.S. federal government, state/local, and global commercial markets, specializing in providing a broad range of higher-end, differentiated technical capabilities. Headquartered in McLean, Va., SAIC has annual revenues of about $4 billion. For more information, visit http://www.saic.com/.