SEC.gov | Mini-Tender Offers: Tips for Investors checks news on GE today. General Electric Company Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Investment Corporation GE (NYSE: GE) today announced that it received notice of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation (TRC Capital) to purchase up to 1,000,000 shares of GE common stock, which represents approximately 0.09% of the shares outstanding, at a price of $99.00 per share in cash. TRC Capital’s offer price is 4.62% less than the $103.80 closing price per share of GE’s common stock on September 24, 2021, the last trading day before the mini-tender offer commenced. GE does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that GE shareholders do not tender their shares in the offer because the offer is at a price below the current market price for GE’s shares. TRC Capital has included in the terms of its offer a condition that the closing price of GE’s shares must not decrease. As a result, unless TRC Capital decides to waive this condition, GE shareholders who tender their shares in the offer would receive a below-market price for GE’s shares through the tender offer. The offer is also subject to numerous conditions, including TRC’s ability to obtain sufficient financing to consummate the offer. Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. GE recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m. New York City time, on October 26, 2021, according to TRC Capital’s offering documents. Mini-tender offers seek to acquire less than five percent of a company's outstanding shares. Consequently, they can avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules that apply to offers for more than 5 percent of a company's outstanding shares. The SEC has cautioned investors about mini-tender offers, stating 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.” The SEC's guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html. GE 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 available at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm. GE requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer for shares of GE's common stock
Mini-Tender Offers: Tips for Investors Jan. 31, 2008 Most investors welcome tender offers because they frequently provide a rare opportunity to sell securities at a premium above market price. But investors should know that not all tender offers are alike. "Mini-tender" offers – tender offers for less than five percent of a company's stock – have been increasingly used to catch investors off guard. Many investors who hear about mini-tender offers surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers. But they later learn that they cannot withdraw from the offer and may end up selling their securities at below-market prices. If you've been asked to tender your securities, find out first whether the offer is a mini-tender offer. And remember that mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide. For example, when a bidder – the person or group of people behind the offer – makes a tender offer for more than five percent of the company's shares, all of the SEC's tender offer rules apply. These rules require bidd Disclose important information about themselves; Disclose the terms of the offer; File their offering documents with the SEC; and Provide the target company and any competing bidders with information about the tender offer. The rules also give investors important protections, including the right to: Change their minds and withdraw from the transaction while the offer remains open; Have their shares accepted on a "pro rata" basis (if the offer is for less than all of the company's outstanding shares and investors tender too many shares); and Be treated equally by the bidder. But none of the rules listed above applies to mini-tender offers. Instead, the only rules that encompass mini-tender offers – Section 14(e) of the Securities Exchange Act and Regulation 14E – provide that bidders must: Not engage in fraud or deceptive practices; Hold open tender offers for minimum time periods; and Make prompt payment to investors after the offer closes. Regulation 14E also requires the target company to state its position about the offer by recommending that investors accept or reject the offer. The company may also state that it remains neutral or takes no position. But because bidders in mini-tender offers don't have to notify the target, the target may not even know about the offer. Investors need to scrutinize mini-tender offers carefully. 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. Others make mini-tender offers at a premium – betting that the market price will rise before the offer closes and then extending the offer until it does or improperly canceling if it doesn't. With most mini-tender offers, investors typically feel pressured to tender their shares quickly without having solid information about the offer or the people behind it. And they've been shocked to learn that they generally cannot withdraw from mini-tender offers. Here are the steps you should take if you are asked to sell your stock, bonds, limited partnership interests, or other securities through a mini-tender offer: Find out whether the offer is a mini-tender offer. Most bidders won't use the term "mini-tender offer" to describe their offer to buy your shares. Instead, they may call it a "Solicitation to Purchase Shares of XYZ Corporation." Ask the bidder – or your broker – what percentage of the company the bidder seeks to purchase. If the answer is less than five percent, you're dealing with a mini-tender offer, and you should proceed with caution. Get a copy of the offering document. And be sure to read the disclosure carefully. Do not make an investment decision until you see the disclosure about the offer. Determine whether the bidder has adequate financing. Some bidders make mini-tender offers because they can do so at virtually no cost. These individuals often do not have the financing necessary to purchase the shares in the offer. Before you surrender your securities in a mini-tender offer, ask tough questions – and demand answers – about the bidder's ability to pay once the offer closes. Identify the current market price for your securities. For stock, you can easily get price information in many newspapers, on-line, or from your broker or investment adviser. For bonds and limited partnerships, you may need to talk with your broker or investment adviser because these prices may be hard to find. For limited partnerships, contact the general partner to get a list of firms that buy and sell the limited partnership, or ask your broker or investment adviser. Find out the "final" tender offer price after all deductions are taken. In some tender offers, you may get a lower price because deductions are taken from the tender offer price for dividend payments. Also, some bidders in mini-tender offers fail to disclose clearly that certain fees or expenses may also be deducted from the offer price. Ask when you'll be paid for the shares you tender. Bidders in mini-tender offers sometimes fail to provide prompt payment, sometimes delaying for weeks or months. Before you tender your shares, be sure to find out when the bidder will pay you for your shares. Consult with your broker or other financial adviser. Make sure you understand the terms of the tender offer before tendering your shares. Ask for any additional written information that may be available. If you want to sell your shares, determine where you can get your best price. Check all your alternatives for selling your securities. For instance, compare how much you will receive if you sell through your broker versus the tender offer. Remember that once you agree to a mini-tender offer, you are probably locked in. If the tender offer is for less than five percent of the company's stock, exercise extreme caution. Unlike other tender offers, you generally cannot change your mind after you have tendered your shares in a mini-tender offer, even if the offer hasn't yet closed. In addition, the bidder can extend the tender offer without giving you the right to withdraw your shares. And in the meantime, you've lost control over the securities you tendered. If you've run into trouble with a mini-tender offer, act promptly. By law, you only have a limited time to take legal action. Contact the SEC's Office of Investor Education and Advocacy for help. You can send us your complaint using our online complaint form. Or you can reach us as follows: U.S. Securities & Exchange Commission Office of Investor Education and Advocacy 100 F Street, NE Washington, D.C. 20549-0213 Fax: (202) 772-9295
Didn't knew this term up to till now. source : https://www.investor.gov/introduction-investing/investing-basics/glossary/mini-tender-offers Why should it be disallowed. A natural part of the game. Edit : Bushido. Gave an insight to one idea that i had, completely non related to this. Thanks. p.s. But owning ~5% and being unaware of market price, is like, c'mon. Possible but, still. (smiles/confused) A member of a small startup & angels investors (sharks). A desperate person. Someone who inherited such portions and gives no damn. A fool. Someone who falls for the lies of an activist-investor (like Bill Acman (just an example, nothing against him) None-less, a part of any, healthy market. p.p.s GE playing smart, creating a public image as if it is something worthwhile and worth holding. At least they're not suing TSLA or smthng.