FedEx Corporation Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Corporation
May. 15, 2018
MEMPHIS, Tenn.--(BUSINESS WIRE)--May 15, 2018--On May 14, 2018, FedEx Corporation (NYSE: FDX) received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (“TRC Capital”) to purchase up to 1 million shares of FedEx common stock, representing 0.37 percent of FedEx’s common stock outstanding as of March 19, 2018. The offer price of $239.95 per share in cash is 4.36 percent below the closing price of FedEx’s common stock on May 11, 2018, the last trading day before the commencement of TRC Capital’s offer.
FedEx does not endorse TRC Capital’s unsolicited mini-tender offer and is not associated in any way with TRC Capital, its mini-tender offer or its mini-tender offer documents.
Because TRC Capital’s offer price is below the current market price for FedEx’s common stock, FedEx recommends that stockholders do not tender their shares to TRC Capital. Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Wednesday, June 13, 2018.
TRC Capital’s mini-tender offer seeks less than 5 percent of FedEx’s outstanding common stock, thereby avoiding many disclosure requirements and procedural protections of U.S. securities laws. In a statement to investors, the Securities and Exchange Commission (“SEC”) cautioned investors that some bidders make mini-tender offers at below-market prices, saying it believes that these 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 guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm. TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies. FedEx 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 https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Stockholders 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.
FedEx requests that a copy of this news release be included with all distributions of materials related to TRC Capital’s mini-tender offer related to FedEx’s common stock.
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with a broad portfolio of transportation, e-commerce and business services. With annual revenues of $64 billion, the company offers integrated business applications through operating companies competing collectively and managed collaboratively, under the respected FedEx brand. Consistently ranked among the world’s most admired and trusted employers, FedEx inspires its more than 425,000 team members to remain “absolutely, positively” focused on safety, the highest ethical and professional standards and the needs of their customers and communities. To learn more about how FedEx connects people and possibilities around the world, please visit about.fedex.com.
View source version on businesswire.com:https://www.businesswire.com/news/home/20180515005759/en/
CONTACT: FedEx Corp.
Jess Bunn, 901-818-7463
Mickey Foster, 901-818-7468
KEYWORD: UNITED STATES NORTH AMERICA TENNESSEE
INDUSTRY KEYWORD: TRANSPORT AIR TRUCKING
SOURCE: FedEx Corp.
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PUB: 05/15/2018 06:55 AM/DISC: 05/15/2018 06:55 AM