Mini-Tender Offer Below Altria's Share Price

Source from:  Tobacco Reporter 06/07/2011

Altria said on Friday that it had been notified of an unsolicited "mini-tender offer" by TRC Capital Corp (TRC) for TRC to purchase in cash up to four million shares, or less than 0.2 per cent of Altria's outstanding common stock. TRC's offer price of $26.75 per share represents a 4.19 per cent discount to Altria's closing share price on June 1 on the New York Stock Exchange (NYSE), the day before the start of TRC's unsolicited mini-tender offer. Altria said that it recommended that shareholders not tender their shares in response to this mini-tender offer, and that it did not endorse TRC's unsolicited mini-tender offer. It said it was not in any way associated with TRC, TRC's mini-tender offer or the offer documentation. "Mini-tender offers, such as this one by TRC, do not give investors the same level of protection afforded by larger tender offers," Altria said in a note posted on its website. "For example, in making this offer, TRC is not required to file disclosure and other offer documents with the Securities and Exchange Commission (SEC) or adhere to additional procedures mandated by U.S. securities laws." "Altria strongly urges investors to obtain current market quotes for their shares of common stock, consult with their financial advisors and exercise caution with respect to TRC's offer." "Altria shareholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC's offer documentation prior to the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Friday, July 1, 2011." "The SEC has issued an investor alert regarding mini-tender offers in which the SEC noted that, in making the 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." The SEC's advisory is available at www.sec.gov/investor/pubs/minitend.htm. Altria encourages stockbrokers and dealers as well as other market participants to review the SEC's and the NYSE's recommendations on the dissemination of mini-tender offers. These recommendations are available at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and in the Information Memo Number 01-27, issued by the NYSE on September 28, 2001, which can be found under the "Regulation - NYSE - Rules & Interpretations -Information Memos" tab at www.nyse.com." Enditem