VF Corp. has recommended that shareholders reject a “mini-tender” offer from TRC Capital Corp.
The apparel giant said it received notice Friday of an unsolicited mini-tender offer by TRC Capital Corp. to purchase up to 2 million shares of VF common stock at a price of $59.75 a share in cash. The offering price is 4.29 percent below the closing price per share of VF common stock on July 29, 2016, the last day prior to the commencement of the offer, VF said. The offer is for 0.48 percent of the outstanding shares of VF common stock.
VF said it is neither affiliated with TRC Capital nor its mini-tender offer. VF also said it does not endorse TRC’s unsolicited offer and recommended that shareholders do not tender their shares. The apparel firm also said that shareholders who have not responded to TRC’s offer “take no action.”
VF said TRC has made similar unsolicited mini-tender offers for shares of other public firms. It explained that these offers are designed to acquire less than 5 percent of a company’s outstanding shares so it can avoid disclosure and other reporting requirements under applicable U.S. securities laws.
VF also noted that the Securities and Exchange Commission has cautioned investors about these offers as the bidders are hoping to “catch investors off guard” if they do not compare the offer price to the current market price.
VF is currently trading at $62.26.