First Solar, Inc. (Nasdaq: FSLR) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 2,000,000 shares, or approximately 2.3 percent, of the outstanding First Solar common stock at a price of $30.00 per share in cash. TRC’s offer price is approximately 5 percent less than the $31.58 closing price of First Solar’s common stock on January 22, 2013, the day before the mini-tender offer commenced.
First Solar does not endorse TRC’s mini-tender offer and recommends that First Solar stockholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the market price for First Solar shares (as of the date First Solar received notice of the offer) and is subject to numerous conditions. According to TRC’s offer documents, First Solar stockholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m. New York City time, on Feb. 22, 2013, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents. First Solar urges stockholders to obtain current market quotes for their shares, to review the conditions to TRC’s mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to this mini-tender offer. First Solar is not associated with TRC, its mini-tender offer or the offer documentation.
TRC has made many similar mini-tender offers for shares of other 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 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.
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