MasterCard (NYSE: MA) announced today that it has been notified of an unsolicited "mini-tender" offer dated February 25, 2015, made by TRC Capital Corporation, a private Canadian investment company, to purchase up to 1,500,000 shares of MasterCard's common stock, less than one fifth of one percent of the outstanding shares of common stock.
TRC Capital's unsolicited "mini-tender" offer price of $88.50 per share is approximately 4.5% below the $92.67 per share closing price of MasterCard's common stock on February 25, 2015, the last trading day prior to the commencement of the offer. MasterCard is not affiliated in any way with TRC Capital, the offer, or the offer documentation.
MasterCard recommends against shareholders tendering shares in response to this unsolicited offer, for the reasons described below.
TRC Capital has made many similar "mini-tender" offers for the shares of other companies. "Mini-tender" offers are designed to seek less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) because they are below the SEC's threshold to provide such disclosure and procedural protections for investors.
The SEC has cautioned investors about "mini-tender" offers in an investor alert. The SEC noted that these offers "have been increasingly used to catch investors off guard" and that 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."
To read more about the risks of "mini-tender" offers, please review the alert on the SEC's website at http://www.sec.gov/investor/pubs/minitend.htm.
Shareholders should consult their financial advisors and should exercise caution with respect to TRC Capital's offer. Shareholders who have already tendered should consider the advisability of withdrawing their shares as permitted under TRC Capital's Offer to Purchase documents.
According to the offer documents, the offer is currently scheduled to expire at 12:01 a.m., New York City time, on Friday, March 27, 2015.
MasterCard requests that a copy of this news release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to shares of MasterCard's common stock.