The TJX Companies, Inc. Recommends Shareholders Reject Mini-Tender Offer by TRC Capital Corporation
FRAMINGHAM, Mass.--(BUSINESS WIRE)--Dec. 20, 2017--
The TJX Companies, Inc. (NYSE: TJX), the leading off-price retailer of
apparel and home fashions in the U.S. and worldwide, today announced
that it received notice of an unsolicited
“mini-tender” offer by TRC Capital Corporation (TRC Capital) to purchase
up to 2,000,000 shares of TJX’s common stock at a price of $70.95 per
share in cash. The offering price is 4.34 percent below the $74.17 per
share closing price of TJX’s common stock on December 15, 2017, the last
closing price prior to the commencement of the offer. The offer is for
approximately 0.32 percent of the outstanding shares of TJX common stock.
TJX does not endorse TRC Capital’s unsolicited
mini-tender offer and recommends that shareholders do not tender their
shares in response to TRC Capital’s offer because the offer is at a
price below the December 19, 2017 closing common stock price of $76.06
TJX is not affiliated or associated in any way
with TRC Capital, its mini-tender offer or the mini-tender offer
TRC Capital has made many similar unsolicited mini-tender offers for
shares of other public companies. Mini-tender offers seek to acquire
less than 5 percent of a company’s outstanding shares, thereby avoiding
many disclosure and procedural requirements of the U.S. Securities and
Exchange Commission (SEC) that apply to offers for more than 5 percent
of a company’s outstanding shares. As a result, investors are not
provided with the same level of protections in mini-tender offers as are
provided for larger tender offers under the 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.
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.
TJX 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 the expiration of the
offer by following the procedures in TRC Capital’s offering documents.
According to TRC Capital’s offering documents, the offer is scheduled to
expire at 12:01 a.m., New York City time on Friday, January 19, 2018.
TRC Capital may extend the offering period at its discretion.
TJX encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosure at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
TJX requests that a copy of this press release be included with all
distributions of materials relating to TRC Capital’s mini-tender offer
related to TJX shares of common stock.
About The TJX Companies, Inc.
The TJX Companies, Inc. is the leading off-price retailer of apparel and
home fashions in the U.S. and worldwide. As of October 28, 2017, the end
of the Company’s third quarter, the Company operated a total of 4,052
stores in nine countries, the United States, Canada, the United Kingdom,
Ireland, Germany, Poland, Austria, the Netherlands, and Australia, and
three e-commerce sites. These include 1,219 TJ Maxx, 1,057 Marshalls,
660 HomeGoods, 26 Sierra Trading Post, and 3 Homesense stores, as well
in the United States; 265 Winners, 117 HomeSense, and 72 Marshalls
stores in Canada; 540 TK Maxx and 55 Homesense stores, as well as tkmaxx.com,
in Europe; and 38 TK Maxx stores in Australia. TJX’s press releases and
financial information are also available at tjx.com.
Important Information at Website
The Company routinely posts information that may be important to
investors in the Investors section at tjx.com.
The Company encourages investors to consult that section of its website
View source version on businesswire.com: http://www.businesswire.com/news/home/20171220005897/en/
Source: The TJX Companies, Inc.
The TJX Companies, Inc.