Aflac Recommends Shareholders Reject Mini-Tender Offer by TRC Capital Corporation
Staff Report From Columbus CEO
Wednesday, June 28th, 2017
Aflac Incorporated announced that it has received notice of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 1.5 million shares of Aflac Incorporated common stock, which represents approximately 0.38% of the shares of Aflac Incorporated common stock outstanding as of April 25, 2017. TRC Capital's offer is at a price of $74.25 per share, which is approximately 4.32% lower than the $77.60 closing price of Aflac Incorporated's common stock on June 23, 2017, the last trading day prior to the offer.
Aflac does not endorse this unsolicited offer, has no association with TRC Capital or its offer, and recommends that shareholders do not tender their shares of Aflac Incorporated common stock in response to this offer. The offer is at a price that is below the current market price of Aflac Incorporated common stock and is subject to several conditions. The mini-tender offer seeks to acquire less than 5% of the outstanding shares of Aflac Incorporated common stock, thereby avoiding important investor protections that apply to larger tender offers.
The U.S. Securities and Exchange Commission has warned 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." More on the SEC's guidance to investors on mini-tender offers is available at 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. Aflac 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 the expiration of the offer, in accordance with TRC Capital's offering documents. The offer is currently scheduled to expire at 12:01 a.m. New York City time on Wednesday, July 26, 2017. TRC Capital may extend the offering period at its discretion.
Aflac 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 www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Aflac 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 shares of Aflac Incorporated common stock.