This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission on May 25, 2022 by Balmoral Swan Merger Sub, Inc.
(“Purchaser”), a Delaware corporation and wholly owned indirect subsidiary of Balmoral Swan Parent, Inc. (“Parent”), a Delaware corporation. The Schedule TO relates to the tender offer by Purchaser for any and all
of the outstanding shares of common stock, par value $0.10 per share (“Shares”), of Trecora Resources (“Trecora” or the “Company”), a Delaware corporation, at a price of $9.81 per Share, net to the
holders thereof, in cash, without interest thereon and less any applicable tax withholdings (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 25, 2022 (the
“Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be
amended or supplemented from time to time, collectively constitute the “Offer.”
All the information set forth in the Offer to Purchase,
including Schedule A thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment. This Amendment should be read
together with the Schedule TO.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the
Offer to Purchase.
This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11, and Item 12, as reflected below.
Items 1 through 9 and Item 11.
Items 1 through 9 and
Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:
The Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, on June 24, 2022. The Depositary and Paying Agent has
indicated that, as of the Expiration Time, a total of 16,781,352 Shares were validly tendered and not withdrawn pursuant to the Offer, representing approximately 70.73% of the issued and outstanding Shares as of the Offer Expiration Time.
The number of Shares validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been
satisfied or waived, the Offeror irrevocably accepted for payment all such Shares validly tendered into and not withdrawn from the Offer and will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer, the Offeror acquired a sufficient number of Shares to complete the Merger without a vote of
the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, on June 27, 2022, the Offeror expects to effect the Merger under Section 251(h) of the DGCL, pursuant to which the Offeror will merge with and into
the Company, with the Company surviving as a wholly owned subsidiary of Parent. At the Effective Time, each outstanding Share issued and outstanding immediately prior to the Effective Time (other than Shares owned directly by the Company (or any
wholly owned subsidiary the Company), Parent, the Offeror or any of their respective affiliates, in each case immediately before the Effective Time, and Shares owned by any stockholders who have properly demanded their appraisal rights in accordance
with Section 262 of the DGCL), will be cancelled and automatically converted into the right to receive the Offer Price. Following the Merger, all Shares will be delisted from NYSE and deregistered under the Exchange Act.