SPRINGDALE, Ark., June 01, 2017 (GLOBE NEWSWIRE) — Tyson Foods, Inc. (NYSE:TSN) today announced that it has received notice of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 2 million shares of Tyson Foods, Inc. Class A common stock, which represents approximately 0.69 percent of the shares outstanding as of the May 29, 2017 offer date. TRC Capital’s offer price of $55.75 per share is approximately 4.44 percent lower than the $58.34 closing share price of Tyson Foods Class A common stock on May 26, 2017 – the last trading day prior to the date of the offer.
Tyson Foods recommends that stockholders do not tender their shares in response to TRC Capital’s offer because the offer is at a price below the current market price for Tyson Foods’ Class A shares and subject to numerous conditions. Tyson Foods is not affiliated or associated in any way with TRC Capital, its mini-tender offer or the offer documentation.
TRC Capital has made many similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company’s shares outstanding. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.
The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” More on the SEC’s guidance to investors on mini-tender offers is available at www.sec.gov/investor/pubs/minitend.htm.
Tyson Foods urges investors to obtain current market quotations for their shares, to consult with their brokers or financial advisors and to exercise caution with respect to TRC Capital’s offer. Tyson Foods recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC Capital’s offering documents. The offer is currently scheduled to expire at 12:01 a.m. Eastern Time on Wednesday, June 28, 2017. TRC Capital may extend the offering period at its discretion.
Tyson Foods encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Tyson Foods requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to Tyson Foods shares of Class A common stock.
About Tyson Foods
Tyson Foods, Inc. (NYSE:TSN), with headquarters in Springdale, Arkansas, is one of the world’s largest food companies with leading brands such as Tyson®, Jimmy Dean®, Hillshire Farm®, Sara Lee®, Ball Park®, Wright®, Aidells® and State Fair®. It’s a recognized market leader in chicken, beef and pork as well as prepared foods, including bacon, breakfast sausage, turkey, lunchmeat, hot dogs, pizza crusts and toppings, tortillas and desserts. The company supplies retail and foodservice customers throughout the United States and approximately 115 countries. Tyson Foods was founded in 1935 by John W. Tyson, whose family has continued to lead the business with his son, Don Tyson, guiding the company for many years and grandson, John H. Tyson, serving as the current chairman of the board of directors. The company currently has approximately 114,000 Team Members employed at more than 400 facilities and offices in the United States and around the world. Through its Core Values, Code of Conduct and Team Member Bill of Rights, Tyson Foods strives to operate with integrity and trust and is committed to creating value for its shareholders, customers and Team Members. The company also strives to be faith-friendly, provide a safe work environment and serve as stewards of the animals, land and environment entrusted to it.
CONTACT: Media Contact: Gary Mickelson, 479-290-6111, [email protected] Investor Relations Contact: Jon Kathol, 479-290-4235, [email protected]