Intel Corporation recently learned of an unsolicited “mini-tender offer” made by TRC Capital Corp. to Intel stockholders to purchase up to 4 million shares of Intel common stock at $23.75 per share. TRC Capital’s offer price is approximately 4.96 percent below the closing share price of Intel common stock on June 13, 2013 ($24.99), the day before the offer commenced, and the offer is for less than 1 percent of Intel’s outstanding shares.
Intel does not endorse TRC Capital’s mini-tender offer and recommends that Intel stockholders reject the offer and not tender their shares in response to the offer. This mini-tender offer is at a price below the market price for Intel shares (as of the date Intel received notice of the offer) and is subject to numerous conditions. TRC Capital’s offer states that it may terminate or amend the offer if, among other things, the market price of Intel’s stock declines, or if TRC Capital fails to obtain financing necessary to consummate the offer. Intel is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation.
Intel urges investors to obtain current market quotations for their shares, consult with their broker or financial adviser, and exercise caution with respect to TRC Capital’s offer. Intel stockholders who have already tendered their shares may withdraw their shares by providing notice in the manner described in the TRC Capital documents prior to the expiration of the offer, which is currently scheduled at 12:01 a.m. Eastern time on Tuesday, July 16, 2013, unless extended.
TRC Capital has made many similar mini-tender offers for shares of other companies. Because TRC Capital’s mini-tender offer is for less than 5 percent of Intel’s outstanding shares, it is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. The SEC has cautioned investors about these offers, noting that they “have been increasingly used to catch investors off guard.” The SEC’s tips for investors regarding mini-tender offers may be found on the SEC’s Web site at http://www.sec.gov/investor/pubs/minitend.htm.Intel 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. Intel requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s mini-tender offer.
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