Wabtec Recommends Stockholders Reject TRC Capital’s ‘Mini-Tender Offer’

Written by Marybeth Luczak, Executive Editor
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Wabtec Corp. reported it has been notified of an unsolicited “mini-tender offer” by TRC Capital Investment Corp., a private Canadian investment firm, to purchase up to two million shares of Wabtec’s common stock at a price of $59.25 per share in cash.

According to Wabtec, the date of the offer was Oct. 26, and the offer price was approximately 4.53% lower than the closing price of Wabtec’s common stock on Oct. 23 ($62.06), the last trading day prior to the offer.

Wabec said it “is not associated in any way with TRC Capital or its mini-tender offer.”

“Wabtec does not endorse TRC Capital’s unsolicited mini-tender offer and recommends stockholders do not tender their shares because the offer is at a price below the current market value of Wabtec’s shares and is subject to numerous conditions,” the company continued. “In addition, mini-tender offers, such as this one by TRC Capital, avoid many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC), as well as other procedures mandated by U.S. securities laws. TRC Capital has made similar, unsolicited mini-tender offers for shares of other publicly traded companies.”

Among the others are: Intel Corp.; Broadcom Inc.‚ a San José, Calif.-based firm that designs, develops and supplies a broad range of semiconductor and infrastructure software solutions; and Diamondback Energy, an independent oil and natural gas company with headquarters in Midland, Texas.

The SEC has issued “Tips for Investors” regarding mini-tender offers, “noting that some bidders, in making 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,’” according to Wabtec.

The company reported: “TRC Capital has made its offer subject to numerous conditions and can terminate the offer if the price of Wabtec’s common stock on the New York Stock Exchange decreases below the $59.25 offer price before the offer expires at 12:01 AM EST on November 24, 2020.”

Wabtec said it “urges stockholders to obtain current market quotations for their shares of common stock, consult their broker or financial advisor, and exercise caution with respect to TRC Capital’s offer.”

It also said it “recommends that stockholders who have not responded to TRC Capital’s offer take no action. Wabtec stockholders who have already tendered their shares may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer. Wabtec urges brokers, dealers and other market participants to review the SEC’s recommendations to broker-dealers in these circumstances, which can be found on the SEC website.”

Wabtec recently released its third-quarter 2020 earnings results.

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