Coterra Energy Recommends Stockholders Reject "Mini-Tender" Offer by TRC Capital Investment Corporation
27 7월 2023 - 7:59AM
Business Wire
Coterra Energy Inc. (NYSE: CTRA) (“Coterra”) today
announced that it has received notice of an unsolicited
“mini-tender” offer by TRC Capital Investment Corporation ("TRC
Capital") to purchase up to 4,000,000 shares of Coterra’s common
stock, or approximately 0.5% of Coterra’s outstanding shares, at an
offer price of $25.50 per share. TRC Capital's offer price of
$25.50 per share is approximately 4.5% lower than the $26.71
closing price of Coterra’s common stock on the NYSE on July 21,
2023.
Coterra does not endorse TRC Capital's unsolicited
mini-tender offer and recommends that stockholders do not tender
their shares in response to TRC Capital's offer because the offer
is at a price that is significantly below the current market value
of Coterra’s common stock. Coterra urges stockholders who have
not responded to TRC Capital's mini-tender offer to take no action.
Any stockholders who tender (or have already tendered) their shares
may withdraw them at any time prior to the expiration of the offer,
currently scheduled for 12:01 a.m., New York City time, on August
22, 2023, by providing written notice in accordance with the TRC
Capital mini-tender offer documents. Stockholders are encouraged to
carefully review the "Withdrawal Rights" section of the TRC Capital
mini-tender offer documents.
Coterra is not affiliated or associated in any way with TRC
Capital, its mini-tender offer or its mini-tender offer documents.
TRC Capital has made similar unsolicited mini-tender offers for
stock of other public companies. Mini-tender offers, like TRC
Capital’s, seek less than five percent of a company’s outstanding
common stock, thereby avoiding many disclosure and procedural
requirements of the U.S. Securities and Exchange Commission ("SEC")
that apply to offers for more than five percent of a company's
outstanding common stock. As a result, mini-tender offers do not
provide investors with the same level of protections as provided by
larger tender offers under U.S. securities laws. Also, as noted in
the TRC Capital mini-tender offer documents, TRC Capital is not
generally subject to the information filing requirements of the
Securities Exchange Act of 1934, as amended, and is not generally
required to file reports, proxy statements and other information
with the SEC relating to its business, financial condition and
otherwise.
The SEC has issued cautionary guidance to investors regarding
mini-tender offers at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Consistent with the cautionary guidance from the SEC, Coterra urges
investors to obtain a current market quotation for their shares,
consult with their broker or financial advisor, and exercise
caution with respect to TRC Capital's offer.
Coterra 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
https://sec.gov/divisions/marketreg/minitenders/sia072401.htm and
National Association of Securities Dealers, Inc. Notice to Members
99-53, issued July 1999, regarding guidance to members forwarding
mini-tender offers to their customers, which can be found at
https://finra.org/sites/default/files/NoticeDocument/p004221.pdf.
Coterra requests that a copy of this press release be included
in all distributions of materials relating to TRC Capital's
mini-tender offer for Coterra’s common stock.
About Coterra Energy
Coterra is a premier exploration and production company based in
Houston, Texas with focused operations in the Permian Basin,
Marcellus Shale, and Anadarko Basin. We strive to be a leading
energy producer, delivering sustainable returns through the
efficient and responsible development of our diversified asset
base. Learn more about us at www.coterra.com.
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Investor Contacts
Daniel Guffey - Vice President of Finance, Planning &
Analysis and Investor Relations 281.589.4875
Hannah Stuckey - Investor Relations Manager 281.589.4983
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