First Solar Recommends Stockholders Reject Mini-Tender Offer by TRC Capital Corp


Posted on January 25, 2013 @ 01:28 pm



First Solar, Inc. has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation (TRC) to purchase up to 2,000,000 shares, or approximately 2.3 percent, of the outstanding First Solar common stock at a price of $30.00 per share in cash.

TRC's offer price is approximately 5% less than the $31.58 closing price of First Solar's common stock on Jan. 22, 2013, the day before the mini-tender offer commenced.

First Solar does not endorse TRC's mini-tender offer and recommends that First Solar stockholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the market price for First Solar shares (as of the date First Solar received notice of the offer) and is subject to numerous conditions.

According to TRC's offer documents, First Solar stockholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m. New York City time, on Feb. 22, 2013, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents. First Solar urges stockholders to obtain current market quotes for their shares, to review the conditions to TRC's mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to this mini-tender offer. First Solar is not associated with TRC, its mini-tender offer or the offer documentation.

TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5% of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC) that apply to offers for more than 5% of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.

The SEC has cautioned investors about these offers, noting that "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's Investor Tips regarding mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.

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