ZUG, Switzerland, Aug. 22, 2014 /PRNewswire/ -- Weatherford International plc (NYSE: WFT) has received notification of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to 5,000,000 shares, or approximately 0.65 percent, of the outstanding ordinary shares of Weatherford at $21.15 per share. TRC Capital's offer is approximately 4.3% below Weatherford's closing price of $22.10 on August 18, 2014, the day before the offer commenced. Weatherford does not endorse this unsolicited mini-tender offer and recommends that shareholders reject the offer.
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Weatherford recommends that shareholders who have not responded to TRC Capital reject the offer by taking no action because the offer is at a price below the current market price for Weatherford shares and is subject to numerous conditions, including any decrease in the market price of Weatherford's shares and the ability of TRC Capital to obtain financing on satisfactory terms. Weatherford further recommends that shareholders who have already tendered shares in TRC Capital's offer withdraw their shares by providing the written notice described in the offering documents prior to the time of expiration stated in the offer, which is 12:01 a.m., "New York City time," on Thursday, Sept. 18, 2014.
TRC Capital has made many similar "mini-tender" offers for shares of other companies. Mini-tenders are third-party offers that seek to acquire less than five percent 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 five percent 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 advised investors to "exercise extreme caution" with regard to mini-tender offers, noting: "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: http://www.sec.gov/investor/pubs/minitend.htm.
Weatherford encourages stockbrokers and dealers, as well as other market participants, to review the SEC and New York Stock Exchange (NYSE) recommendations on the dissemination of mini-tender offers. These recommendations are available at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and in the information Memo Number 01-27 issued by the NYSE, which can be found under the "Regulation - NYSE -Rules & Interpretations - Information Memos" tab at: http://www.nyse.com/nysenotices/nyse/information-memos/detail?memo_id=01-27.
Weatherford urges shareholders to obtain current market quotations for their shares, review the conditions to the offer, and consult with their broker or financial adviser. Weatherford is not associated with TRC Capital, this mini-tender offer or the offer documentation.
To further educate and protect our shareholders, Weatherford requests that TRC Capital include a copy of this news release with all distributions of materials relating to TRC Capital's mini-tender offer.
About Weatherford
Weatherford is one of the largest multinational oilfield service companies. Weatherford's product and service portfolio spans the lifecycle of the well, and includes Well Construction, Formation Evaluation, Completion and Artificial Lift. The Company provides innovative solutions, technology and services to the oil and gas industry, and operates in over 100 countries.
Weatherford Contacts
Krishna Shivram | +1.713.836.4610 | |
Executive Vice President and Chief Financial Officer | ||
Karen David-Green | +1.713.836.7430 | |
Vice President - Investor Relations |
