The retailer said Thursday it is not endorsing an unsolicited mini-tender offer from Canadian-based TRC Capital Corp., whichoffered to buy 20 million shares, or about 2.3 percent, of the retailer’s outstanding common stock, for $12 a share, according to Gap.
TRC notified Gap that it commenced the offering Wednesday, when the price of the proposal stood 4.8 percent below the previous day’s close of $12.60. Shares of the San Francisco-based retailer rose 34 cents, or 2.8 percent, to $12.48, on the New York Stock Exchange Friday.
Gap noted that TRC has made "a large number" of similar offers for the shares of other companies in the recent past.
Gap directed interested parties to the Securities and Exchange Commission’s Web site. A document on the site providing "tips for investors" advised, "Mini-tender offers — tender offers for less than 5 percent of a company’s stock — have increasingly been used to catch investors off guard."
Since they involve less than 5 percent of a company, the minis are not as closely regulated as other tender offers. For instance, the SEC said a firm making such an offering is not required to disclose the terms of the offer, file their offering documents with the SEC, or provide the target company with any competing bidders with information about the tender offer.
Gap warned its shareholders that "TRC reserves the right to terminate its offer at any time, at its sole discretion; to delay payment for shares tendered, and to amend its offer in any respect."
Phone calls to TRC’s offices in Toronto weren’t answered.
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