Motorola Solutions recommends stockholders reject below-market mini-tender offer by TRC Capital Corporation
Motorola Solutions, Inc. (NYSE: MSI) has been notified of an unsolicited mini-tender offer by TRC Capital Corporation (“TRC”) to purchase up to 1,000,000 shares of Motorola Solutions common stock from the stockholders of Motorola Solutions, representing approximately 0.59% of the outstanding shares of Motorola Solutions common stock. TRC stated in the mini-tender offer that its offer price of $122.95 per share is approximately 4.74% lower than the $129.07 closing price per share of Motorola Solutions common stock on the New York Stock Exchange on May 15, 2020, the last trading day before the commencement of the offer. Motorola Solutions said it does not endorse TRC’s mini-tender offer and recommends that stockholders reject this unsolicited offer by not tendering their shares. According to Motorola Solutions, TRC’s offer price is below the market value for shares of Motorola Solutions common stock (as of the day prior to the offer) and is subject to numerous conditions, including TRC’s ability to obtain financing, there being an absence of a specified decline in the market price of the Motorola Solutions common stock since May 15, 2020, and there being no material worsening of the COVID-19 pandemic since May 15, 2020. If stockholders have already tendered shares, Motorola Solutions recommends that they withdraw their shares by providing the written notice described in the TRC mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. (Eastern Time) on June 17, 2020. Motorola Solutions said it is not associated in any way with TRC, its mini-tender offer or its mini-tender offer documents.
TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC. As a result, mini-tender offers do not provide investors with the same level of protection as provided by larger tender offers under U.S. securities laws.