Monday, Kimberly-Clark Corp. (KMB) said that it has asked its shareholders not to tender their shares to TRC Capital Corp. (TRC), which had offered to purchase up to 2 million shares of Kimberly-Clark common stock at a price of $59.00 per share. The company also said that it is not associated with TRC in anyway.
Kimberly-Clark said that it recommends that shareholders not tender their shares because the price of the "mini-tender offer" is below Kimberly-Clark's current share price. The company said that TRC's offer price represents a discount of $3.09 per share, or 4.98%, below Kimberly-Clark's closing price of $62.09 on January 20, 2010, the date of the offer.
The company said that it is urging shareholders to obtain current market quotations for their shares of Kimberly-Clark common stock, consult with their financial advisor and exercise caution with respect to TRC offer.
According to the company, the U.S. Securities and Exchange Commission 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."
According to the SEC, mini-tender offers are for less than 5% 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.
Kimberly-Clark noted that it does not endorse this unsolicited mini-tender offer, and is not associated in any way with TRC, the mini-tender offer or the offer documentation. Kimberly-Clark further advised shareholders who already tendered their shares to withdraw their shares prior to the expiration of the offer, currently scheduled for 12:01 a.m. EST on February 19, 2010.
KMB is currently trading at $60.38, up $0.15 or 0.25%, on a volume of 1 million shares on the New York Stock Exchange.
TRC is currently trading at $29.85, down $0.20 or 0.67%, on a volume of 11 thousand shares on the New York Stock Exchange.
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