Johnson & Johnson Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Investment Corporation
05 April 2024 - 12:01AM
Business Wire
Johnson & Johnson (NYSE: JNJ) today announced that it has
received notice of an unsolicited mini-tender offer by TRC Capital
Investment Corporation of Ontario, Canada to purchase up to 1
million shares of Johnson & Johnson common stock at a price of
$151.23 per share in cash. TRC Capital Investment’s offer price of
$151.23 per share is approximately 4.12% lower than the $157.73
closing share price of Johnson & Johnson’s common stock on
April 2, 2024, the business day prior to the date of the offer. The
offer is for approximately 0.04% of the shares of Johnson &
Johnson common stock outstanding as of the April 3, 2024 offer
date.
Johnson & Johnson is not associated in any way with TRC
Capital Investment or its unsolicited mini-tender offer and
recommends that shareholders do not tender their shares in response
to TRC Capital Investment’s offer because the offer is at a price
below the current market price for Johnson & Johnson’s shares
and subject to numerous conditions.
TRC Capital Investment’s has made many similar mini-tender
offers for shares of other companies. Mini-tender offers seek to
acquire less than 5 percent of a company’s shares outstanding,
thereby avoiding many disclosure and procedural requirements of the
U.S. Securities and Exchange Commission (SEC) that would otherwise
apply. As a result, mini-tender offers do not provide investors
with the same level of protections as provided for larger tender
offers under U.S. securities laws.
The SEC has cautioned investors that some bidders making
mini-tender offers at below-market prices are “hoping that they
will catch investors off guard if the investors do not compare the
offer price to the current market price.” More on the SEC’s
guidance to investors on mini-tender offers is available at
www.sec.gov/investor/pubs/minitend.htm
Johnson & Johnson urges investors to obtain current market
quotations for their shares, to consult with their broker or
financial advisor and to exercise caution with respect to TRC
Capital Investment’s offer. Johnson & Johnson recommends that
shareholders who have not responded to TRC Capital Investment’s
offer take no action. The offer is currently scheduled to expire at
12:01 a.m., New York City time, on May 2, 2024. TRC Capital
Investment may extend the offering period at its discretion.
Johnson & Johnson encourages brokers and dealers, as well as
other market participants, to review the SEC’s letter regarding
broker-dealer mini-tender offer dissemination and disclosure at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
About Johnson & Johnson
At Johnson & Johnson, we believe health is everything. Our
strength in healthcare innovation empowers us to build a world
where complex diseases are prevented, treated, and cured, where
treatments are smarter and less invasive, and solutions are
personal. Through our expertise in Innovative Medicine and MedTech,
we are uniquely positioned to innovate across the full spectrum of
healthcare solutions today to deliver the breakthroughs of
tomorrow, and profoundly impact health for humanity. Learn more at
https://www.jnj.com/.
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version on businesswire.com: https://www.businesswire.com/news/home/20240404244958/en/
Media: Tesia Williams media-relations@its.jnj.com
Investors: Jessica Moore
Investor-relations@its.jnj.com
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