Celanese Urges Shareholders to Reject TRC Capital’s ‘Mini-Tender’ Offer
Celanese Corporation has issued a public announcement concerning an unsolicited “mini-tender” offer from TRC Capital Investment Corporation (“TRC Capital”) to purchase up to 1,500,000 shares of Celanese’s common stock at an offer price of $65.50 per share in cash. This offer price represents a 4.49 percent discount compared to the $68.58 per share closing price of Celanese’s stock on December 13, 2024, the last trading day before the commencement of the mini-tender offer by TRC Capital.
Celanese has stated that it does not endorse or support TRC Capital’s unsolicited mini-tender offer and is not affiliated with TRC Capital, nor with the terms or documents of the mini-tender offer. The company makes it clear that shareholders should carefully consider the offer and refrain from tendering their shares in response to TRC Capital’s offer. If any shareholder has already tendered their shares, Celanese strongly recommends withdrawing them by providing the necessary written notice, as detailed in the documents provided by TRC Capital. This withdrawal must occur prior to the expiration of the offer, which is currently set for one minute after 11:59 p.m., New York City time, on Thursday, January 16, 2025.
TRC Capital’s mini-tender offer contains several stipulations, one of which includes a condition that the closing price of Celanese’s shares should not decline by more than 5% from the closing price on December 13, 2024. The offer is also subject to several other conditions, and there is no guarantee that these conditions will be met by TRC Capital.
It is important to note that TRC Capital’s mini-tender offer is for less than 5 percent of Celanese’s outstanding shares. As such, it does not fall under many of the regulatory and disclosure requirements set forth by the Securities and Exchange Commission (SEC), which are designed to protect investors in tender offer scenarios. The SEC has previously issued warnings regarding mini-tender offers and cautioned investors about their potential risks. For further guidance, the SEC has published a helpful resource at https://www.sec.gov/investor/pubs/minitend.htm.
TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies in the past. In response to such activities, the SEC has provided specific guidance to investors, which Celanese strongly recommends shareholders review. Brokers and dealers, along with other market participants, are encouraged to review the SEC’s letter outlining responsibilities for the dissemination and disclosure of mini-tender offers. This letter can be accessed at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm. Furthermore, Celanese recommends that brokers and dealers familiarize themselves with the NASD Notice to Members 99-53 issued in July 1999, which provides guidance on forwarding mini-tender offers to customers. The full notice can be found at https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
Shareholders are advised to carefully review current market quotations for their shares before making any decisions. It is also highly recommended that shareholders consult with their brokers or financial advisors for professional advice on how to proceed with the unsolicited mini-tender offer from TRC Capital. Celanese emphasizes that caution should be exercised in evaluating this offer, as the terms and conditions may not be favorable in the long term.
In the event that shareholders are considering participating in TRC Capital’s mini-tender offer, Celanese requests that they ensure they are fully informed of the potential risks involved. This includes understanding the offer price and its discount relative to the current market price, as well as considering the impact of any other conditions attached to the offer. Shareholders should also evaluate how the offer aligns with their personal investment goals and financial objectives. Furthermore, Celanese suggests that shareholders stay up to date on any developments related to the offer and make sure they are aware of the expiration date and the necessary steps to withdraw shares if they have already tendered them.
Celanese Corporation also requests that a copy of this press release be included in all communications and materials related to TRC Capital’s mini-tender offer for Celanese’s common stock. This ensures that shareholders are aware of the company’s stance on the offer and are informed of the key dates and instructions for withdrawing their shares if they so choose.
In summary, Celanese Corporation urges its shareholders to carefully review the unsolicited mini-tender offer from TRC Capital and make an informed decision based on current market conditions and expert financial advice. The company reiterates that it does not support or endorse the offer and encourages shareholders to reject it or, if necessary, to withdraw any shares already tendered. By providing clear instructions and offering resources for further guidance, Celanese seeks to protect the interests of its investors and ensure they have the tools to make the best possible decisions regarding their investments.
In conclusion, while TRC Capital’s mini-tender offer may seem appealing to some, Celanese’s public recommendation is rooted in the desire to protect its shareholders from making potentially unfavorable financial decisions. The company emphasizes that it is not involved with TRC Capital’s offer and wants to ensure shareholders are fully aware of the risks and implications associated with tendering shares at a discount. Celanese’s commitment to transparency and shareholder protection remains a top priority, and it will continue to provide relevant updates as necessary throughout the offer period.’
