Freeport-McMoRan Copper & Gold Inc. Recommends Rejection of Below-Market Price Mini-Tender Offer
09 April 2010 - 3:00PM
Business Wire
Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) announced
today that it has been notified by TRC Capital Corporation (TRC)
that it is making an unsolicited “mini-tender offer” to FCX
shareholders to purchase up to 1,000,000 shares of FCX common stock
at a below-market price of $83.00 per share. FCX cautions holders
of its common stock that TRC’s offer price was approximately 4.96
percent below the $87.33 per share closing price of FCX’s common
stock on April 6, 2010, the day prior to the date of the offer, and
approximately 3.54 percent below the $86.05 per share closing price
of FCX’s common stock on April 8, 2010. The shares sought by TRC
represent approximately 0.23 percent of FCX’s total outstanding
shares of common stock.
FCX does not endorse this unsolicited mini-tender offer, and FCX
is not associated in any way with TRC, the mini-tender offer or the
offer documentation. FCX recommends that shareholders not tender
their shares because the offer price is below FCX’s current share
price. FCX urges shareholders to obtain current market quotes for
their shares of FCX common stock, consult with their financial
advisor and exercise caution with respect to TRC’s offer. FCX notes
that TRC’s offer is subject to a number of conditions, including a
financing condition, so that TRC may not be obligated to purchase
shares tendered pursuant to its offer.
The Securities and Exchange Commission (SEC) has issued an
investor alert regarding mini-tender offers such as this one,
noting that in making offers at below-market prices, bidders are
“hoping that they will catch investors off guard if the investors
do not compare the offer price to the current market price.”
According to the SEC, because mini-tender offers are for less than
5 percent of a company’s stock, they are not subject to regulations
that provide the investor protections required for larger tender
offers, including the filing of disclosure and other tender offer
documents with the SEC and other procedural protections mandated by
the U.S. securities laws. The SEC’s investor alert can be found on
the SEC web site at
http://www.sec.gov/investor/pubs/minitend.htm.
According to TRC’s current offer documents, FCX shareholders who
already have tendered shares may withdraw their shares at any time
prior to 12:01 a.m. New York City time on Thursday, May 6, 2010 by
following the procedures described in the offer documents.
FCX encourages stockbrokers and dealers as well as other market
participants to review the SEC's and the NYSE's recommendations on
mini-tender offers, available at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and in
Information Memo Number 01-27, issued by the NYSE on Sept. 28,
2001, which can be found under the "Regulation -- NYSE -- Rules
& Interpretations -- Information Memos" tab at
www.nyse.com.
FCX is a leading international mining company with headquarters
in Phoenix, Arizona. FCX operates large, long-lived, geographically
diverse assets with significant proven and probable reserves of
copper, gold and molybdenum. FCX has a dynamic portfolio of
operating, expansion and growth projects in the copper industry and
is the world’s largest producer of molybdenum.
The company’s portfolio of assets includes the Grasberg mining
complex, the world’s largest copper and gold mine in terms of
recoverable reserves, significant mining operations in the
Americas, including the large scale Morenci and Safford minerals
districts in North America and the Cerro Verde and El Abra
operations in South America, and the Tenke Fungurume minerals
district in the Democratic Republic of Congo. Additional
information about FCX is available on our web site at
www.fcx.com.
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