Fiserv advises shareholders to rebuff mini-tender offer by TRC

Maria Nikolova

Fiserv has been notified of an unsolicited mini-tender offer by TRC to purchase up to 1 million shares of Fiserv common stock at a price of $101.00 per share in cash.

It's good to talk, but better to meet!

Provider of financial services technology solutions Fiserv, Inc. (NASDAQ:FISV) has issued a statement regarding a mini-tender offer by TRC Capital Investment Corporation.

Fiserv says it has been notified of an unsolicited mini-tender offer by TRC to purchase up to 1 million shares of Fiserv common stock at a price of $101.00 per share in cash. Fiserv notes that TRC’s offer price is approximately 4.5% lower than the $105.70 closing price of common stock of Fiserv on October 4, 2019, the last closing price prior to commencement of the offer.

Accordingly, Fiserv recommends that shareholders not tender their shares in response to TRC’s offer because the offer is at a price below the current market price of shares of Fiserv and is subject to numerous conditions. Fiserv is not affiliated or associated in any way with TRC, its mini-tender offer or the offer documentation.

Fiserv also explains that TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire not more than 5% of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the United States Securities and Exchange Commission (SEC) applying to offers for more than 5% of a company’s outstanding shares. Due to this, investors are not provided with the same level of protections in mini-tender offers as would be provided in larger tender offers under United States securities laws.

The SEC has warned 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 here.

Fiserv advises 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’s offer. Fiserv recommends that shareholders who have not responded to TRC’s offer take no action.

According to the TRC offer documents received by Fiserv, shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer by delivering a written notice of withdrawal as described in the TRC offer documents. The offer is currently scheduled to expire at 12:01 a.m. Eastern Time on November 5, 2019. TRC may extend the offering period at its discretion.

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