Qualcomm Incorporated (Nasdaq: QCOM) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation to purchase up to 2,000,000 shares, or approximately 0.12 percent, of Qualcomm’s outstanding common stock at a price of $55.00 per share in cash. TRC’s offer price is approximately 4.5 percent below the $57.59 closing price of Qualcomm common stock on January 18, 2012, the day before the offer commenced. The offer is subject to various conditions, including TRC’s ability to obtain sufficient financing necessary to fund its financial obligations arising from the offer.
Qualcomm does not endorse TRC’s mini-tender offer and recommends that Qualcomm stockholders do not tender their shares since the offer is below the current market price for Qualcomm shares. Qualcomm is not associated with this offer and urges stockholders to obtain current market quotations for their shares, review the conditions to the offer, and exercise caution.
According to TRC’s offer documents, Qualcomm stockholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m. ET on February 17, 2012, the expiration date set forth in the offer documents, by following the procedures described in the offer documents.
TRC has made other similar mini-tender offers for shares of other publicly traded companies. Mini-tender offers are designed to 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 cautioned investors about mini-tender offers, stating that “Investors need to scrutinize mini-tender offers carefully. 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 Tips for Investors regarding mini-tender offers may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
Qualcomm encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Qualcomm Incorporated (NASDAQ: QCOM) is a world leader in 3G and next-generation mobile technologies. For more than 25 years, Qualcomm ideas and inventions have driven the evolution of digital communications, linking people everywhere more closely to information, entertainment and each other. For more information, visit Qualcomm’s website.