British American Tobacco p.l.c. recommends stockholders reject mini-tender offer by TRC Capital Corporation
17 August 2017
British American Tobacco p.l.c. (BTI:NYSE) (“BAT”) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (“TRC”) to purchase up to 2,000,000 American Depositary Shares (“ADSs”), or approximately 0.087 percent of the outstanding issued ordinary shares of BAT (excluding treasury shares) as at the close of business on 16 August 2017, at a price of $60.13 per ADS in cash. Each ADS represents one ordinary share of BAT. TRC’s offer price is approximately 4.42 percent less than the closing price of BAT’s ADSs on 11 August 2017, the day before the mini-tender offer commenced.
BAT does not endorse TRC’s mini-tender offer and recommends that BAT ADS holders do not tender their ADSs in response to the offer because it is a mini-tender offer at a price below the market price for BAT ADSs (as of the date BAT received notice of the offer) and is subject to numerous conditions. According to TRC’s offer documents, BAT ADS holders who have already tendered their shares may withdraw their ADSs at any time prior to 12:01 a.m. New York City time, on Wednesday, 13 September 2017, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents. BAT urges ADS holders to obtain current market quotes for their ADSs, to review the conditions to TRC’s mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to this mini-tender offer. BAT is not associated with TRC, its mini-tender offer or the offer documentation.
TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (“SEC”) that apply to offers for more than 5 percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about these 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.” The SEC’s Investor Tips regarding mini-tender offers may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm .
BAT encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and NASD’s Notice to Members 99-53 issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf .
BAT requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer.