PayPal Holdings, Inc. (NASDAQ:PYPL) announced today that it received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 3 million shares of PayPal’s common stock at a price of $32.80 per share in cash.
The offering price is 4.6 percent below the closing price per share of PayPal’s common stock on September 9, 2015, the last trading day before the offer was commenced. The offer is for approximately 0.25 percent of the outstanding shares of PayPal’s common stock.
PayPal does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. PayPal is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
Mini-tender offers are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.
The SEC has cautioned investors that some bidders making mini-tender 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 guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm. TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.
Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. PayPal recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on October 9, 2015, in accordance with TRC’s offering documents.