PURCHASE, N.Y.--(BUSINESS WIRE)--
MasterCard (NYSE:MA) announced today that it has been notified of an
unsolicited "mini-tender" offer dated February 25, 2015, made by TRC
Capital Corporation, a private Canadian investment company, to purchase
up to 1,500,000 shares of MasterCard's common stock, less than one fifth
of one percent of the outstanding shares of common stock. TRC Capital's
unsolicited "mini-tender" offer price of $88.50 per share is
approximately 4.5% below the $92.67 per share closing price of
MasterCard's common stock on February 25, 2015, the last trading day
prior to the commencement of the offer. MasterCard is not affiliated in
any way with TRC Capital, the offer, or the offer documentation.
MasterCard 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. "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.
The SEC has cautioned investors about "mini-tender" offers in an
investor alert. The SEC noted that these offers "have been increasingly
used to catch investors off guard" and that many investors who hear
about "mini-tender" offers "surrender their securities without
investigating the offer, assuming that the price offered includes the
premium usually present in larger, traditional tender offers."
To read more about the risks of "mini-tender" offers, please review the
alert on the SEC's website at http://www.sec.gov/investor/pubs/minitend.htm.
Shareholders should consult their financial advisors and should exercise
caution with respect to TRC Capital's offer. Shareholders who have
already tendered should consider the advisability of withdrawing their
shares as permitted under TRC Capital's Offer to Purchase documents.
According to the offer documents, the offer is currently scheduled to
expire at 12:01 a.m., New York City time, on Friday, March 27, 2015.
MasterCard requests that a copy of this news release be included with
all distributions of materials relating to TRC Capital’s mini-tender
offer related to shares of MasterCard’s common stock.
About MasterCard
MasterCard
(NYSE:MA), www.mastercard.com,
is a technology company in the global payments industry. We
operate the world’s fastest payments processing network, connecting
consumers, financial institutions, merchants, governments and businesses
in more than 210 countries and territories. MasterCard’s products and
solutions make everyday commerce activities – such as shopping,
traveling, running a business and managing finances – easier, more
secure and more efficient for everyone. Follow us on Twitter @MasterCardNews,
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Source: MasterCard Incorporated