Dollar Tree Comments on TRC Capital “Mini-Tender” Offer
December 27 2019 - 4:25PM
Business Wire
Dollar Tree, Inc. (NASDAQ: DLTR), North America’s leading
operator of discount variety stores, has been notified that TRC
Capital Investment Corporation (TRC) has made an unsolicited
“mini-tender” offer to purchase up to 1,500,000 shares of Dollar
Tree stock at $89.88 per share, or 4.44 percent below the
closing share price of Dollar Tree stock on the last trading day
before the date of the offer. The TRC offer price is also 3.19%
below the closing trading price of Dollar Tree stock today.
Dollar Tree is in no way associated with TRC, and expresses no
opinion and is remaining neutral toward TRC’s offer.
Mini-tender offers seek to acquire less than five percent of a
company's outstanding shares, thereby avoiding many disclosure and
procedural requirements under U.S. federal securities laws and the
rules and regulations of the U.S. Securities and Exchange
Commission (SEC). As a result, mini-tender offers do not provide
investors with the same level of protections as provided by larger
tender offers under the U.S. federal securities laws.
On its website, the SEC advises that the people behind these
offers “frequently use mini-tender offers to catch shareholders off
guard” and that investors “may end up selling at below-market
prices.” The SEC's tips for investors regarding mini-tender offers
may be found at http://www.sec.gov/investor/pubs/minitend.htm.
Please be aware that shareholders are not required to respond to
TRC’s offer. If considering the offer, shareholders should obtain
current stock quotes for their shares of Dollar Tree, consult their
financial advisors, and exercise caution with respect to TRC’s
offer. The offer is set to expire at 12:01 a.m., New York City
time, on January 24, 2020, but TRC may extend the offer or
terminate it before the expiration date.
Dollar Tree encourages broker-dealers and other market
participants in the dissemination of the offer to review the SEC's
recommendations to broker-dealers in these circumstances, which can
be found on the SEC website at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Dollar Tree requests that a copy of this news release be included
with all distribution of materials related to TRC’s offer for
shares of Dollar Tree common stock.
About Dollar Tree, Inc.
Dollar Tree, a Fortune 200 Company, operated 15,262 stores
across 48 states and five Canadian provinces as of November 2,
2019. Stores operate under the brands of Dollar Tree, Family
Dollar, and Dollar Tree Canada. To learn more about the Company,
visit www.DollarTree.com.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS: Our press release
contains “forward-looking statements” as that term is used in the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by the fact that they address future
events, developments or results and do not relate strictly to
historical facts. Any statements contained in this press release
that are not statements of historical fact may be deemed to be
forward-looking statements. Forward-looking statements include,
without limitation, statements preceded by, followed by or
including words such as “believe,” “anticipate,” “expect,”
“intend,” “plan,” “view,” “target” or “estimate,” “may,” “will,”
“should,” “predict,” “possible,” “potential,” “continue,”
“strategy,” and similar expressions. For example, our
forward-looking statements include statements regarding the
purpose, terms and effect of the mini-tender offer by TRC,
including without limitation our expectations regarding the
percentage of the company’s shares to be purchased in the offer,
the reduced protection of the federal securities laws relating to
mini-tenders, the price to be paid to shareholders who tender their
shares pursuant to the offer, the expiration date of the tender
offer and the potential for TRC to extend the offer past the
expiration date. These statements are subject to risks and
uncertainties. For a discussion of the risks, uncertainties and
assumptions that could affect our future events, developments or
results, you should carefully review the “Risk Factors,” “Business”
and “Management's Discussion and Analysis of Financial Condition
and Results of Operations” sections in our Annual Report on Form
10-K filed March 27, 2019, and other filings with the Securities
and Exchange Commission. We are not obligated to release publicly
any revisions to any forward-looking statements contained in this
press release to reflect events or circumstances occurring after
the date of this report and you should not expect us to do so.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191227005282/en/
Dollar Tree, Inc. Randy Guiler, 757-321-5284 Vice President,
Investor Relations www.DollarTree.com DLTR-G
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