Dominion Resources, Inc. (NYSE: D), has received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC Capital) to purchase up to 2 million shares of Dominion’s common stock at a price of $66.50 per share in cash. The offering price is approximately 4.19 percent below the closing price per share of Dominion’s common stock on Jan. 11, 2016, the last trading day before the offer was commenced. The offer is for approximately 0.34 percent of the outstanding shares of Dominion’s common stock.
Dominion does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. Dominion is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers seek less than 5 percent of a company’s outstanding shares, and thus are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.
The SEC has cautioned investors about mini-tender offers, noting that, “some bidders make mini-tender offers at below-market prices, 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 guidance to investors on mini-tender offers is available at sec.gov/investor/
Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. Dominion recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Feb. 10, 2016, in accordance with TRC’s offering documents.
Dominion encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at sec.gov/divisions/
Dominion 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 Dominion shares of common stock.
Dominion is one of the nation’s largest producers and transporters of energy, with a portfolio of approximately 24,400 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,490 miles of electric transmission lines. Dominion operates one of the nation’s largest natural gas storage systems with 928 billion cubic feet of storage capacity and serves utility and retail energy customers in 14 states. For more information about Dominion, visit the company’s website at www.dom.com.