Cambridge, MA |
Akamai Technologies, Inc. (NASDAQ: AKAM) today announced that it received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 2,000,000 shares of Akamai’s common stock at a price of 54.00 per share in cash. The offering price is 4.42% below the closing price per share of Akamai’s common stock on December 8, 2017. The offer is for approximately 1.18 percent of the outstanding shares of Akamai common stock.
Akamai does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders not tender their shares because the offer is at a price below the current market price of Akamai’s shares. Akamai is not affiliated or associated in any way with TRC Capital, its mini-tender offer or the mini-tender offer documents.
TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers seek to acquire not more than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that apply to offers for more than 5 percent of a company’s shares outstanding. As a result, investors are not provided with the same level of protections in mini-tender offers as are provided for larger tender offers under the U.S. securities laws.
The SEC has cautioned 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.” The SEC’s guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm.
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. Akamai 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. ET, on January 11, 2018, in accordance with TRC’s offering documents. TRC Capital may extend the offering period at its discretion.
Akamai 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 http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Akamai requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to Akamai shares of common stock.