AMD Recommends Rejection of Below-Market “Mini-Tender” Offer from TRC Capital Investment Corporation
SANTA CLARA, Calif., Dec. 19, 2023 (GLOBE NEWSWIRE) — AMD (NASDAQ: AMD) has been notified of a “mini-tender” offer by TRC Capital Investment Corporation (“TRC Capital”). Pursuant to the offer, which is dated Dec. 11, 2023, TRC Capital is offering to purchase up to 1 million shares of AMD common stock, which represents approximately 0.06% of its outstanding shares. AMD cautions its stockholders that TRC Capital’s unsolicited “mini-tender” offer of $123.45 per share is approximately 4.24% below the $128.92 per share closing price of AMD stock on Dec. 8, 2023, the day before the “mini-tender” offer was commenced and approximately 11.12% below the $138.90 per share closing price of AMD stock on Dec. 18, 2023.
AMD recommends against tendering shares in response to this unsolicited below-market offer. AMD does not in any way recommend or endorse the TRC Capital “mini-tender” offer, and AMD is in no way associated with TRC Capital, the “mini-tender” offer or the offer documentation.
“Mini-tender” offers seek less than 5% of a company’s outstanding shares thereby avoiding many procedural and disclosure requirements of the Securities and Exchange Commission (SEC) because they are below the SEC’s threshold to provide such disclosure and procedural protections for investors.
The SEC has issued an investor alert regarding “mini-tender” offers, noting that, “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Investors are urged to consult with their broker or financial advisor on such matters. The SEC’s advisory may be found at http://www.sec.gov/investor/pubs/minitend.htm.
AMD stockholders who have already tendered shares are advised that they may withdraw from the tender offer by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time, on Thursday, Jan. 11, 2024.
AMD requests that a copy of this news release be included with all distributions of materials related to TRC Capital’s offer for shares of AMD common stock.
About AMD
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Drew Prairie
AMD Communications
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drew.prairie@amd.com
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mitch.haws@amd.com
