Why would EMC even bother to respond to this? An offer to buy their stock at a discount? Take a hike!
EMC Responds to ''Mini-Tender'' Offer By TRC Capital Corporation
Friday February 25, 4:16 pm ET
HOPKINTON, Mass.--(BUSINESS WIRE)--Feb. 25, 2005--EMC Corporation (NYSE:EMC - News) announced today that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation ("TRC Capital"), a private Canadian investment company. EMC has received a copy of the Offer to Purchase documents, dated February 15, 2005, pursuant to which TRC Capital has offered to purchase in cash up to 10,000,000 outstanding shares of Common Stock of EMC, representing less than one percent of the outstanding shares of EMC Common Stock. The offer price of $12.75 net per share represents a nearly five percent discount to the $13.38 closing price for EMC Common Stock on the New York Stock Exchange on February 15, 2005.
EMC does not recommend or endorse this offer, and EMC is not affiliated in any way with TRC Capital, the offer or the Offer to Purchase documents. EMC does not take any position with respect to decisions of investors or stockholders regarding shares of EMC Common Stock. EMC urges investors and stockholders to obtain current market quotations for their shares of Common Stock, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's offer.
EMC understands that TRC Capital has made many such mini-tender offers in the past. Mini-tender offers are third-party offers that seek to acquire less than five percent of a company's outstanding shares and thereby avoid many procedural protections and disclosure and dissemination requirements of the SEC that apply to offers for more than five percent of a company's outstanding shares. The TRC Capital offer to purchase 10,000,000 shares of EMC Common Stock represents an offer for less than five percent of the total outstanding shares of EMC Common Stock.
EMC stockholders are advised that TRC Capital's offer is subject to numerous conditions, including that there be no decrease in the market price of EMC Common Stock and the availability of financing for the purchase on terms satisfactory to TRC Capital. TRC Capital also has reserved the right, in its reasonable discretion, to extend the period of time during which the offer remains open, thereby possibly delaying payment for shares of EMC Common Stock tendered in the offer, or to amend its offer in any other respect.
EMC stockholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC Capital's Offer to Purchase documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m. Eastern time on Thursday, March 17, 2005.
The Securities and Exchange Commission ("SEC") has issued "Investor Tips" regarding mini-tender offers, noting that "Some 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" and that "mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide." The SEC's investor tips regarding mini-tender offers may be found at www.sec.gov/investor/pubs/minitend.htm.
About EMC
EMC Corporation (NYSE: EMC - News) is the world leader in products, services and solutions for information storage and management that help organizations extract the maximum value from their information, at the lowest total cost, across every point in the information lifecycle. Information about EMC's products and services can be found at www.EMC.com.
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Source: EMC Corporation |
