Southern Company Recommends Shareholders Reject TRC Capital Investment Corporation’s “Mini-Tender” Bid
ATLANTE, August 16, 2022 /PRNewswire/ — Southern Company today announced that it has been made aware of an unsolicited “mini-tendering” offer dated August 12, 2022, made by TRC Capital Investment Corporation (“TRC”), a Canadian private investment firm, to purchase up to 2,000,000 common shares of Southern Company. The price of TRC’s unsolicited “mini-tender” offer of $74.88 per share is approximately 4.14% lower than the $78.12 closing price per share of Southern Company common stock on August 12, 2022, the last trading day preceding the date of the offer. Southern Company is in no way affiliated with TRC, the Offer or the Offer Materials.
Southern Company advises shareholders not to tender any shares under this unsolicited offer, for the reasons described here.
TRC has made numerous similar unsolicited mini-tender offers for shares of other public companies. Mini-bids seek to acquire less than 5% of a company’s outstanding shares. As a result, they can avoid many of the disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules that apply to offers for more than 5% of a company’s outstanding stock.
The SEC has warned investors against mini-offer bids, saying mini-offer bids “have been increasingly used to catch investors off guard” and that investors ” could end up selling their securities at prices below those of the market”. The SEC’s guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html. Shareholders are urged to consult their own brokers or financial advisers.
Shareholders who have already tendered their shares may withdraw them by providing, prior to the expiration of the offer, the written notice described in TRC’s offer documents. According to the offer documents, the offer is currently set to expire at 00:01, New York City It’s time September 14, 2022but TRC may extend the offer at its discretion.
Southern Company requests that a copy of this press release be included with all distributions of materials related to TRC’s offer for Southern Company common stock.
About the Southern Company
Southern Company (NYSE: SO) is a leading energy company serving 9 million customers through its subsidiaries. The company provides clean, safe, reliable and affordable energy through three-state electric utility companies, four-state natural gas distribution companies, a competitive generation company serving wholesale customers across America, a leading distributed energy infrastructure, fiber optic and telecommunications network company. services. Southern Company brands are known for excellent customer service, high reliability and affordable prices below the national average. For more than a century, we’ve been building the future of energy and developing the full portfolio of energy resources, including carbon-free nuclear, advanced carbon capture technologies, natural gas, renewables, energy efficiency and storage technologies. Through a cutting-edge commitment to innovation and a low-carbon future, Southern Company and its subsidiaries are developing the custom energy solutions our customers and communities need to drive growth and prosperity. Our uncompromising values ensure that we place the needs of those we serve at the center of everything we do and govern our business for the benefit of our world. Our corporate culture and hiring practices have been nationally recognized by the U.S. Department of Defense, GI Jobs Magazine, DiversityInc, Black Enterprise, Fortune’s list of “World’s Most Admired Companies”, Forbes and the Women’s Choice Award. To learn more, visit www.southerncompany.com.
SOURCE Southern Company