NEW YORK – Verizon Communications Inc. (“Verizon”) received notice of a “mini-tender” offer by TRC Capital Investment Corporation (“TRC Capital”) and recommends that its stockholders reject the unsolicited offer. Pursuant to the offer, which is dated August 2, 2023, TRC Capital is offering to purchase up to 3 million shares of Verizon common stock at $31.95 per share (the “Offer Price”). The Offer Price is approximately 4.43% lower than the closing price of Verizon common stock on the New York Stock Exchange on August 1, 2023, the last trading day prior to the date of the offer. Verizon is not associated with TRC Capital or its “mini-tender” offer.
According to guidance on the U.S. Securities and Exchange Commission (“SEC”) website, mini-tender offers “have been increasingly used to catch investors off guard” and investors “may end up selling their securities at below-market prices.” Verizon stockholders who tender their shares in the offer will receive a price below the current market price of Verizon common stock.
Mini-tender offers seek less than 5 percent of a company’s outstanding shares. This lets the offering company avoid many disclosure and procedural requirements that the SEC requires for tender offers.
Verizon urges investors to obtain current market quotes for their shares of common stock, consult with their financial advisors and exercise caution with TRC Capital’s offer. Stockholders who already tendered their shares may withdraw them by providing the written notice described in the TRC Capital offering documents before the expiration of the offer and at other times described in the offering.
Verizon requests that a copy of this news release be included with all distributions of materials related to TRC Capital’s offer for shares of Verizon common stock.