NIKE, Inc. (NYSE: NKE) today announced that it has been notified of an unsolicited “mini-tender” offer dated April 21, 2016, made by TRC Capital Corporation, a private Canadian investment company, to purchase up to 2,000,000 shares of NIKE Class B Common Stock, less than one sixth of one percent of the outstanding shares. TRC Capital’s unsolicited “mini-tender” offer price of $57.00 per share is approximately 4.39% below the $59.62 per share closing price of NIKE’s Class B Common Stock on April 20, 2016, the last trading day prior to the commencement of the offer. NIKE is not affiliated in any way with TRC Capital, the offer or the offer documentation.
NIKE recommends that shareholders reject this unsolicited offer, for the reasons described below.
TRC Capital has made many similar “mini-tender” offers for the shares of other companies. “Mini-tender” offers seek to purchase less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural rules of the United States Securities and Exchange Commission (the “SEC”) because the offers are below the SEC’s threshold for requiring such disclosure and procedural protections for investors.
The SEC has cautioned investors about “mini-tender” offers in an investor alert. The SEC noted that these offers “have been increasingly used to catch investors off guard” and that many investors who hear about “mini-tender” offers “surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers.” To read more about the risks of “mini-tender” offers, please review the alert on the SEC’s website at http://www.sec.gov/investor/pubs/minitend.htm.
Shareholders should consult their financial advisors and should exercise caution with respect to TRC Capital’s offer. Shareholders who have already tendered should consider the advisability of withdrawing their shares as permitted under TRC Capital’s Offer to Purchase documents. According to the offer documents, the offer is currently scheduled to expire at 12:01 a.m., New York City time, on Friday, May 20, 2016. NIKE requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to shares of NIKE’s common stock.
About NIKE, Inc.
NIKE, Inc., based near Beaverton, Oregon, is the world's leading designer, marketer and distributor of authentic athletic footwear, apparel, equipment and accessories for a wide variety of sports and fitness activities. Wholly-owned NIKE, Inc. subsidiary brands include Converse, which designs, distributes and licenses casual sneakers, apparel and accessories; and Hurley, which designs and distributes a line of action sports and youth lifestyle apparel and accessories. For more information, NIKE, Inc.’s earnings releases and other financial information are available on the Internet at http://investors.NIKE.com. Individuals can also visit http://news.nike.com and follow @Nike.