In a press release issued on February 13, Lamb Weston stated it “does not endorse” an unsolicited “mini-tender” offer by TRC Capital Investment Corporation to purchase up to 2,000,000 shares of its common stock at a price of $55.95 per share in cash. TRC’s offer price is approximately 4.34% lower than the $58.49 closing share price of the frozen potato products supplier’s common stock on February 10, the business day prior to the date of the offer. The offer represents approximately 1.4% of Lamb Weston’s outstanding common stock as of that date.
TRC has made similar mini-tender bids for shares of other companies. Such offers seek to acquire less than 5% of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the US Securities and Exchange Commission (SEC) that apply to offers for more than 5% of a company’s shares outstanding. As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under US securities laws.
“Lamb Weston expresses no opinion and does not make a recommendation as to whether shareholders should tender their shares in TRC’s mini-tender offer,” stated the press release. The Eagle, Idaho, USA-headquartered company encourages shareholders to obtain current market quotations for their shares of Lamb Weston common stock, consult with their brokers or financial advisors, and exercise caution with respect to TRC’s offer.
“Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC’s offer documentation,” noted Lamb Weston’s statement. “The offer is currently scheduled to expire one minute after 11:59 PM, New York City time, on March 13, 2025, unless extended or terminated earlier by TRC.”
