Advanced Micro asks shareholders to reject TRC Capital''s `below-market'' offer
20 Oct 2007
Sunnyville, California-based AMD said TRC''s offer of $13.25 per share was more than 5 per cent below the $14.02 per share closing price of AMD stock on October 10, the day before the "mini-tender" offer commenced and approximately 9 per cent below the $14.55 per share closing price of AMD on October 18, 2007.
AMD said it is in no way associated with the offer and has cautioned shareholders against tendering shares in response to the below-market offer. AMD stockholders who have already tendered have been advised to withdraw their shares by providing written notice described in the TRC Capital Corporation offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time, on November 9.
TRC Capital usually makes "mini-tender" offers for the shares of other companies for its profit. These offers are devised to seek less than 5 per cent of a company''s outstanding shares, thereby avoiding many procedural and disclosure requirements of the Securities and Exchange Commission (SEC). A five per cent acquisition of shares falls below the SEC''s threshold to provide such disclosure and procedural protections for investors.
The SEC has issued an investor alert regarding these "mini-tender" offers, noting that "some bidders make "mini-tender" offers at below-market prices, hoping they will catch investors off guard if the investors do not compare the offer price to the current market price." Investors are urged to consult their brokers or financial advisors on such matters.
The Ontario Securities Commission has also issued an advisory titled "Approach mini-tenders with caution!"
Advanced
Micro Devices is a leading global provider of innovative processing solutions
in the computing, graphics and consumer electronics markets.