Southern Company recommends stockholders reject "mini-tender" offer from TRC Capital Investment Corporation
ATLANTA, Aug. 16, 2022 /PRNewswire/ -- Southern Company today announced that it has been notified of an unsolicited "mini-tender" offer dated August 12, 2022, made by TRC Capital Investment Corporation ("TRC"), a private Canadian investment company, to purchase up to 2,000,000 shares of Southern Company's common stock. TRC's unsolicited "mini-tender" offer price of $74.88 per share is approximately 4.14% below the $78.12 per share closing price of Southern Company's common stock on August 12, 2022, the last trading day prior to the date of the offer. Southern Company is in no way affiliated with TRC, the offer, or the offer documentation.
Southern Company recommends against stockholders tendering shares in response to this unsolicited offer, for the reasons described herein.
TRC has made many similar unsolicited mini-tender offers for the shares of other public companies. Mini-tender offers seek to acquire less than 5 percent of a company's shares outstanding. Consequently, they can avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules that apply to offers for more than 5 percent of a company's shares outstanding.
The SEC has cautioned investors about mini-tender offers, stating that mini-tender offers "have been increasingly used to catch investors off guard," and that investors "may end up selling their securities at below-market prices." The SEC's guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html. Stockholders are urged to consult with their own brokers or financial advisors.
Stockholders who have already tendered their shares may withdraw them by providing, prior to the expiration of the offer, the written notice described in the TRC offering documents. According to the offer documents, the offer is currently scheduled to expire at 12:01 a.m., New York City time, on September 14, 2022, but TRC may extend the offer at its discretion.
Southern Company requests that a copy of this news release be included with all distributions of materials related to TRC's offer for shares of Southern Company common stock.
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For further information: Media Contact: Southern Company Media Relations, 404-506-5333 or 1-866-506-5333, www.southerncompany.com; Investor Relations Contact: Scott Gammill, 404-506-0901, firstname.lastname@example.org