Edison International Recommends Stockholders Reject Below-Market Mini-Tender Offer by TRC Capital Corporation
Edison International (NYSE: EIX) has been notified of an unsolicited mini-tender offer by TRC Capital Corporation (TRC) to purchase up to 2 million shares of Edison International common stock from the stockholders of Edison International, representing approximately 0.61 percent of the outstanding shares of Edison International common stock.
TRC stated in the mini-tender offer that its offer price of $61.75 per share is approximately 4.54 percent lower than the $64.69 per share closing price of Edison International common stock on the New York Stock Exchange on March 22, 2019, the last trading day before the commencement of the offer. TRC’s unsolicited mini-tender offer is also subject to a number of conditions, including that TRC obtain sufficient financing.
Edison International recommends that stockholders reject this unsolicited offer by not tendering their shares because TRC’s offer price is below the current market value for shares of Edison International common stock. If stockholders have already tendered shares, Edison International recommends that they withdraw their shares by providing the written notice described in the TRC mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. (Eastern Time) on April 24, 2019.
Edison International is not associated in any way with TRC, its mini-tender offer or its mini-tender offer documents. Edison International urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to TRC’s offer.
The U.S. Securities and Exchange Commission (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 cautionary advice to investors regarding these offers is on its website at: www.sec.gov/investor/pubs/minitend.htm.
TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC. As a result, mini-tender offers do not provide investors with the same level of protection as provided by larger tender offers under U.S. securities laws.
Edison International urges 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 and Information Memo Number 01-27 issued by the New York Stock Exchange on September 28, 2001, at: https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations ....
Edison International requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer related to shares of Edison International common stock.
About Edison International
Edison International (NYSE:EIX), through its subsidiaries, is a generator and distributor of electric power, as well as a provider of energy services and technologies, including renewable energy. Headquartered in Rosemead, Calif., Edison International is the parent company of Southern California Edison, one of the nation’s largest electric utilities. Edison International is also the parent company of Edison Energy, a portfolio of competitive businesses that provide commercial and industrial customers with energy management and procurement services. Edison Energy is independent from Southern California Edison.