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Walmart alerts shareholders to unsolicited 'mini-tender' offer


Wal-Mart Stores has learned that TRC Capital Corporation has made an unsolicited “mini-tender” offer dated Jan. 20, 2016, the company announced Tuesday. TRC has offered to purchase up to 2 million shares of Walmart’s common stock at $59.88 per share. The offering price is approximately 4.3% below the closing price per share of Walmart’s common stock on Jan. 19, 2016, the last trading day before the commencement of the offer.

Walmart is not associated with TRC and recommends that shareholders reject this unsolicited offer.

Mini-tender offers seek less than 5% of a company’s outstanding shares. This allows the offering company to avoid many of the U.S. Securities and Exchange Commission disclosure and procedural requirements for tender offers, Wal-Mart Stores noted.

The SEC’s guidance to investors on mini-tender offers is available here. This alert advises 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.”

TRC has a history of mini-tender offers. Like its other offers, this one puts individual investors at risk because they may not realize they’re selling their shares at a discount. Walmart urges investors to get current stock quotes for their shares of Walmart, consult their financial advisors and exercise caution with respect to TRC’s offer.

Shareholders who may already have tendered their shares may withdraw them by providing, prior to the expiration of the offer, the written notice described in the TRC offering documents. The offer is set to expire at 12:01 a.m. Eastern Standard Time on Thursday, Feb. 18, 2016, but TRC may extend this offer at its discretion.

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