The Walt Disney Company has recommended that its shareholders reject a mini-tender offer which has been made by TRC Capital Investment.
In a statement, the company said that it recently became aware that TRC Capital Investment has made an unsolicited mini-tender offer to purchase up to 1,500,000 shares of Disney common stock, and, per a press release issued by TRC on 28 December 2022, has amended the terms of such offer to decrease the offer price payable to $85.00 a share, down from a prior offer price of $89.15 a share.
Disney recommends that shareholders not tender their shares in response to TRC’s unsolicited offer because the offer price of $85.00 per share is below the current market price for Disney shares.
This means that, based on the closing market price on 2 January, Disney shareholders who tender their shares in the offer will receive a below-market price.
Disney is not affiliated or associated in any way with TRC, its mini-tender offer or the offer documentation. TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire not more than 5% of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the US Securities and Exchange Commission that are designed to protect investors.
As a result, mini-tender offers do not provide investors with the same level of protection as provided by larger tender offers under United States federal securities laws.