Fortive Corporation has announced its strong recommendation for shareholders to reject an unsolicited “mini-tender offer” made by TRC Capital Investment Corporation (“TRC”). Under this offer, TRC seeks to purchase up to 1,500,000 shares, or approximately 0.44%, of Fortive’s outstanding common stock, at a price of $75.00 per share. However, the offer price represents a 4.93% discount from Fortive’s closing stock price on December 6, 2024, which was the last trading day before the commencement of the mini-tender offer.
Fortive has outlined several reasons why shareholders should decline this offer, with one of the key concerns being that the offered price is below the current market value of its shares. The offer is also contingent upon numerous conditions, which Fortive believes introduces unnecessary risk for shareholders. As a result, Fortive recommends that shareholders who have already tendered their shares to TRC should withdraw their shares by following the instructions outlined in the mini-tender offer documentation before the expiration of the offer, which is currently set for 11:59 p.m. New York City Time on January 9, 2025.
Fortive also clarified that it is not associated with TRC, its mini-tender offer, or any of the associated documentation. This distinction is important as it underscores that Fortive is not endorsing the offer and is instead encouraging shareholders to make an informed decision.
This is not the first time that TRC has made a similar unsolicited mini-tender offer. In fact, TRC made another such offer for Fortive shares back in 2021. Additionally, TRC has previously launched mini-tender offers for shares of other publicly traded companies. A mini-tender offer typically involves purchasing less than 5% of a company’s outstanding shares, a strategy that allows the bidder to bypass many of the investor protections that would apply to larger tender offers. These protections include disclosure and procedural requirements mandated under U.S. securities laws.
The U.S. Securities and Exchange Commission (SEC) has issued warnings about mini-tender offers, cautioning that some offers are made at below-market prices. The SEC has highlighted that these offers may be designed to “catch investors off guard” if they fail to compare the offered price to the current market price. Shareholders are urged to carefully assess these offers to avoid making decisions based on incomplete or misleading information. To further assist investors, the SEC has provided additional resources and tips on mini-tender offers, which are available on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
Furthermore, Fortive has encouraged brokers, dealers, and other market participants to familiarize themselves with the SEC’s guidance on mini-tender offers. The SEC has issued specific instructions regarding broker-dealer responsibilities related to the dissemination and disclosure of mini-tender offers, which can be accessed at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Fortive urges its investors to exercise caution and to obtain current market quotations for Fortive’s common stock before making any decisions regarding TRC’s offer. Investors should also consult with their brokers or financial advisors to ensure that they fully understand the implications of the offer and to make an informed choice.
In summary, Fortive remains strongly opposed to TRC’s unsolicited mini-tender offer. With the offer price significantly below the current market value and with the offer being subject to uncertain conditions, Fortive believes that shareholders should reject the offer and consider withdrawing any shares they may have tendered.
