News Center > Entergy Recommends Shareholders Do Not Tender in Response to Mini-Tender Offer by TRC Capital Corp.
Entergy Recommends Shareholders Do Not Tender in Response to Mini-Tender Offer by TRC Capital Corp.
NEW ORLEANS – Entergy Corporation (NYSE: ETR) has been notified of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 1 million shares of Entergy common stock, representing approximately 0.53% of Entergy’s outstanding shares as of April 30, 2019.
TRC’s offer price of $97.50 is 4.45% below the closing price of Entergy’s common stock on June 14, 2019, the last trading day prior to the commencement of the offer.
Entergy does not endorse TRC’s unsolicited mini-tender offer and is in no way associated with TRC, its mini-tender offer or its mini-tender offer documentation.
Entergy recommends shareholders do not tender their shares in response to TRC’s mini-tender offer or, if shareholders have already tendered shares, 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 July 17, 2019, because it was commenced at a below-market offer price, is highly conditional and is not subject to important investor protections.
Mini-tender offers, such as TRC’s offer, are not subject to many of the disclosure and procedural requirements afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission and other procedures mandated by U.S. securities laws.
Entergy urges common shareholders to obtain current market quotations for their shares of common stock, to consult their broker or financial advisor, and to exercise caution with respect to TRC’s offer.
The 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 advisory may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm. TRC has made many similar unsolicited mini-tender offers for shares of other public companies.
Entergy urges broker-dealers and other market participants to review the SEC’s recommendations to broker-dealers in these circumstances, which can be found on the SEC website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the NYSE on September 28, 2001, which can be found on the NYSE website at https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf regarding the dissemination of mini-tender offer materials.
Entergy requests that a copy of this news release be included with all distributions of materials relating to TRC’s mini-tender offer related to shares of Entergy common stock.
About Entergy Corporation
Entergy Corporation (NYSE: ETR) is an integrated energy company engaged primarily in electric power production and retail distribution operations. Entergy owns and operates power plants with approximately 30,000 megawatts of electric generating capacity, including 9,000 megawatts of nuclear power. Entergy delivers electricity to 2.9 million utility customers in Arkansas, Louisiana, Mississippi and Texas. Entergy has annual revenues of $11 billion and nearly 13,700 employees.