Hewlett Packard Enterprise Recommends Shareholders Reject "Mini-Tender Offer" by TRC Capital Corporation
December 4, 2015 • Press Release
TRC Capital Offer Significantly Lower Than Hewlett Packard Enterprise Closing Share Price Prior to the Date of Offer
PALO ALTO, CA--(Marketwired - Dec 4, 2015) - Hewlett Packard Enterprise (HPE) (NYSE: HPE) today announced that it has received notice of an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase up to eight million shares, or approximately 0.43 percent of HPE's outstanding shares of common stock as of the date of the offer. TRC advises the offer is solely for investment purposes. TRC Capital's offer price is $13.00, 4.69 percent lower than the closing price of HPE's shares on November 18, 2015, the day prior to the date of the offer.
HPE recommends that stockholders do not tender their shares in response to TRC Capital's offer because the offer is at a price below the current market price for HPE's shares and subject to numerous conditions. HPE is not affiliated or associated in any way with TRC Capital, its mini-tender offer or the offer documentation.
HPE urges stockholders to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser, and exercise caution with respect to TRC Capital's offer.
HPE recommends that any stockholders who have not responded to this offer do nothing. The company also recommends that stockholders who have already tendered shares to TRC Capital consider withdrawing their shares from the offer by providing the written notice described in the TRC Capital offering documents prior to expiration of the offer at 12:01 am New York City time on Friday, December 18, 2015, unless extended.
TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, are third-party offers which seek to acquire less than five percent of a company's outstanding shares. These offers avoid many of the investor protections afforded by larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC), and other procedures required by U.S. securities laws.
The U.S. Securities and Exchange Commission (SEC) has issued warnings about mini-tender offers. The SEC notice states: "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 notice is available at www.sec.gov/investor/pubs/minitend.htm.
HPE encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which is available on the NYSE's website at www.nyse.com.
About Hewlett Packard Enterprise
Hewlett Packard Enterprise is an industry leading technology company that enables customers to go further, faster. With the industry's most comprehensive portfolio, spanning the cloud to the data center to workplace applications, our technology and services help customers around the world make IT more efficient, more productive and more secure.