WILMINGTON, Del., Nov. 21, 2019 /PRNewswire/ -- DuPont (NYSE: DD)
today announced that it has been notified of an unsolicited
"mini-tender" offer by TRC Capital Investment Corporation to
purchase up to 2 million shares, or approximately 0.27 percent
of outstanding shares, of DuPont's common stock at $64.75 per share, which was approximately 4.27
percent below the closing share price of DuPont's common stock on
Nov. 15, 2019 ($67.64), the last trading day prior to the date
of TRC Capital's mini-tender offer, and approximately 0.46 percent
below the closing share price of DuPont common stock on
Nov. 20, 2019 ($65.05), the day prior to this release.
DuPont does not endorse TRC Capital's offer and recommends that
DuPont stockholders reject the offer and not tender their shares in
response to TRC Capital's unsolicited mini-tender offer. This
mini-tender offer is at a price below the market price for DuPont
shares (as of today's date) and is subject to numerous conditions,
including TRC Capital's ability to obtain financing. DuPont is not
associated in any way with TRC Capital, its mini-tender offer or
the offer documentation.
TRC Capital has made similar, unsolicited mini-tender offers for
shares of other publicly traded companies. Mini-tender offers are
designed to seek to acquire less than 5 percent of a company's
outstanding shares, thereby avoiding many disclosure and procedural
requirements of the Securities and Exchange Commission ("SEC") that
apply to tender offers for more than 5 percent of a company's
outstanding shares. As a result, mini-tender offers do not provide
investors with the same level of protections as provided by larger
tender offers under United States
securities laws.
The SEC's guidance to investors on mini-tender offers is
available at www.sec.gov/investor/pubs/minitend.htm. This alert
advises that mini-tender offers "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."
Like TRC Capital's other offers, this one puts individual
investors at risk because they may not realize they are selling
their shares at a discount. DuPont urges investors to obtain
current market quotations for their shares, review the conditions
to the offer, consult with their broker or financial adviser and to
exercise caution with respect to TRC Capital's mini-tender
offer.
DuPont stockholders who have already tendered are advised that
they may withdraw their shares by providing the written notice
described in the TRC Capital offering documents prior to the
expiration of the offer, which is currently scheduled at
12:01 a.m. New York City time on Wednesday, Dec. 18, 2019.
DuPont 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
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the
NASD Notice to Members 99-53 issued in July
1999, regarding guidance to members forwarding mini-tender
offers to their customers, which can be found at
http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
DuPont requests that a copy of this press release be included
with all distributions of materials relating to TRC Capital's
offer.
About DuPont
DuPont (NYSE: DD) is a global innovation
leader with technology-based materials, ingredients and solutions
that help transform industries and everyday life. Our employees
apply diverse science and expertise to help customers advance their
best ideas and deliver essential innovations in key markets
including electronics, transportation, construction, water, health
and wellness, food and worker safety. More information can be found
at www.dupont.com.
DuPont™, the DuPont Oval Logo, and all trademarks and service
marks denoted with ™, ℠ or ® are owned by affiliates of DuPont
de Nemours, Inc. unless otherwise noted.
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SOURCE DuPont