Phillips 66 is urging shareholders to vote against an unsolicited “mini-tender” offer made by TRC Capital Investment Corporation, a private Canadian-based investment company.
TRC is attempting to purchase up to 2 million shares of Phillips 66 common stock at an offer of $57.50 a share, which according to PHillips 66 is nearly 5% below the $60.53 a share closing price on April 24, 2020, the last trading day before the offer was made.
Phillips 66 recommends against shareholders tendering shares in response to this unsolicited offer, for the reasons described below.
TRC Capital has made many similar “mini-tender” offers for the shares of other companies, according to the announcement by Phillips 66.
“Mini-tender” offers are designed to seek less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) because they are below the SEC’s threshold to provide such disclosure and procedural protections for investors.
Source: Business Wire