South Bow and Occidental Petroleum said the offer from TRC Capital, which seeks to purchase up to 2 million and 3 million common shares respectively, is below both companies’ current market value. (Source: Shutterstock, South Bow, Occidental Petroleum)
TC Energy’s new liquids pipeline spinoff, South Bow Corp., issued a cautionary statement to its shareholders regarding an unsolicited "mini-tender" offer from TRC Capital Investment Corp., according to a November press release.
The announcement follows a similar announcement days earlier from Occidental Petroleum recommending investors reject another mini-tender offer from TRC, infamous for its history of mini-tender offers in North America. GE Vernova also opposed a TRC offer earlier this year.
The most recent offer seeks to purchase up to 3 million South Bow common shares, representing approximately 1.4% of the company's outstanding common shares. The offer price of CA$31.95 (US$23) per share is below South Bow's current market value, South Bow said.
As of Oct. 28, the last trading day before the offer began, the offer price represented a 4.6% discount to the closing price on both the Toronto Stock Exchange and the New York Stock Exchange.
The discount has since upped to 7.4% based on the CA$34.51 (US$24.84) closing price on Nov. 1.
South Bow stated that it does not endorse TRC’s offer and has no affiliation with TRC or its offer. The company is urging its shareholders to exercise caution and carefully evaluate the offer.
Mini-tender offers typically seek less than 5% of a company's outstanding shares and are designed to avoid many investor protections like disclosure and procedural requirements applicable to most takeover bids and tender offers under Canadian and U.S. securities laws, South Bow said.
“TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies,” South Bow said in the release.
Oxy said it received an unsolicited mini-tender offer from TRC to purchase up to 2 million Oxy shares at $51.51 per share. The offer price represents approximately 0.2% of the common shares outstanding as of the Oct. 15 offer date, Oxy reported in an Oct. 25 filing with the Securities and Exchange Commission.
Occidental said the offer price is approximately 4.45% below its closing stock price of $53.91 on Oct. 14.
Market volatility may affect Oxy’s stock value before the offer expires, causing its common stock to either be higher, as it was on the day the offer commenced, or lower than the value offered by TRC, the company said in the filing.
If the market price of Oxy shares is at or above the offer price by the expiration of the tender offer, shareholders may receive more cash by selling their shares on the open market rather than by tendering them in the offer, Oxy said.
TRC's offer includes conditions such as Oxy's stock price not falling below $51.22 per share.
Oxy also advised its shareholders to carefully consider the offer's terms and potential risks.
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