Monsanto Targeted In TRC's Mini-Tender Offer
Monsanto recommends shareowners reject below-market price mini-tender offer by TRC Capital Corp.
October 21, 2010
Monsanto Co. has been notified of an unsolicited "mini-tender offer" made by TRC Capital Corp. (TRC) to Monsanto shareowners to purchase up to 2,000,000 shares of Monsanto common stock at a price of $54.15 per share. TRC's offer price represents a discount of $3.15 per share, or approximately 5.5 percent, below Monsanto's closing price of $57.30 on October 19, 2010, the date of the offer.
Monsanto recommends that shareowners not tender their shares because the offer price is below the company's current share price, and urges them to consult with their financial advisor and exercise caution with respect to TRC's offer. Monsanto notes that the offer is subject to the satisfaction of a substantial number of conditions, including the ability of TRC to finance the offer and no decrease in the market price of our 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 Web site.
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.
Monsanto does not endorse this unsolicited mini-tender offer, and Monsanto is not associated in any way with TRC, the mini-tender offer or the offer documentation. Monsanto shareowners 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. eastern time on Wednesday, November 17, 2010.