Barrick Recommends Shareholders Reject TRC Capital’s Below-Market “Mini-Tender” Offer for Common Shares
January 13 2025 - 6:00AM
Barrick Gold Corporation (NYSE:GOLD)(TSX:ABX) has received notice
of an unsolicited mini-tender offer made by TRC Capital
Investment Corporation (TRC Capital) to purchase up to 5,000,000 of
Barrick’s common shares, representing approximately 0.29% of
Barrick’s outstanding common shares, at a below-market price of
C$21.35 per share. Barrick does not endorse this unsolicited offer,
is not in any way affiliated or associated with TRC Capital or its
offer, and recommends that shareholders do not tender their shares
to this unsolicited mini-tender offer.
Barrick cautions shareholders that the
mini-tender offer has been made at a price below market price for
the Barrick common shares. TRC Capital's unsolicited below-market
offer price of C$21.35 per share represents a discount of
approximately 4.52% and 4.38%, respectively, to the closing price
of the Barrick common shares on the Toronto Stock Exchange and the
New York Stock Exchange on January 7, 2025, the last trading day
before the mini-tender offer was commenced.
TRC Capital has made several similar unsolicited
mini-tender offers for shares of other public companies.
Mini-tender offers are designed to avoid investor protections such
as disclosure and procedural requirements applicable to most
take-over bids and tender offers under Canadian and
U.S. securities laws. Both Canadian Securities Administrators
(CSA) and the U.S. Securities and Exchange Commission (SEC)
recommend that investors exercise caution with mini-tender offers
and have expressed serious concerns about mini-tender offers,
including the possibility that investors might tender to such
offers without understanding the offer price relative to the actual
market price of their securities.
The SEC has issued "tips for Investors"
regarding mini-tender offers, noting that some bidders, in making
the offers at below-market prices, 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 advisory may be found on
the SEC website at
http://www.sec.gov/investor/pubs/minitend.htm.
The CSA's long-standing guidance on mini-tenders
can be found on the Ontario Securities Commission website at
www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
Brokers, dealers and other market participants
are encouraged to exercise caution and review the letter regarding
broker-dealer mini-tender offer dissemination and disclosures on
the SEC website at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Barrick shareholders are urged to obtain current
market quotations for their shares, consult with their broker or
financial advisor and exercise caution with respect to TRC
Capital's unsolicited offer. According to TRC Capital's offer
documents, Barrick shareholders who have already tendered their
shares can withdraw their shares at any time before 11:59
p.m. (Toronto time) on February 6, 2025 by following
the procedures set forth in TRC Capital's offer documents.
Barrick requests that a copy of this news
release be included in any distribution to Barrick shareholders of
materials relating to TRC Capital's mini-tender offer for Barrick
common shares.
Barrick enquiriesInvestor and
media relationsKathy du Plessis+44 20 7557 7738Email:
barrick@dpapr.comWebsite: www.barrick.com
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