Ford Motor Company Recommends Shareholders Reject Mini-Tender Offer by TRC Capital Corporation
DEARBORN, Mich., March 8, 2012 – Ford Motor Co. (NYSE: F) has received notification of an unsolicited mini-tender offer by TRC Capital Corporation ("TRC") to purchase up to 8 million shares of Ford common stock, or approximately 0.21 percent of the company's outstanding common stock, at a price of $11.70 per share. The offer price was 4.49 percent below the closing price on Feb. 28, 2012, the approximate date of commencement of the offer.
Ford does not endorse TRC's mini-tender offer and recommends that shareholders do not tender their shares. Ford is not associated with TRC, or this unsolicited offer.
TRC may terminate or amend its offer if, among other things, the market price of Ford stock declines, or if TRC fails to obtain financing necessary to consummate the offer. TRC has made similar, unsolicited mini-tender offers for shares of other publicly-traded companies. Mini-tender offers are designed to seek to acquire less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the 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 United States securities laws.
The SEC has cautioned investors about mini-tender offers, noting that "[s]ome 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 sec.gov/investor/pubs/minitend.htm.
Ford 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 sec.gov/divisions/marketreg/minitenders/sia072401.htm.
According to TRC's offer documents, shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m. ET, on Thursday, March 29, 2012, the expiration date set forth in the offer documents, by following the procedures described in the offer documents.