Houston-based Spectra Energy Corp. urged stockholders late Tuesday not to accept an unsolicited “mini-tender offer” from TRC Capital Corp. Spectra Energy, which is a North American pure play natural gas midstream company, said it was informed of the offer to purchase up to 3 million shares of Spectra Energy’s common stock, representing less than one-half of 1% of its outstanding shares. TRC Capital’s offer price of $25.00/share is 2.53% below Spectra Energy’s closing share price of $25.65 on Feb. 20, the day prior to the date of the offer, and 4.07% below Monday’s closing share price of $26.06.
“Spectra Energy recommends that stockholders not tender their shares in response to this offer and that if they have already tendered their shares, that they withdraw them as soon as practical,” Spectra Energy said in a notice. “Spectra Energy notes that it is not associated with TRC Capital, the mini-tender offer or the offer documentation.”
Spectra Energy said the offer is at a price below the market price of Spectra Energy’s stock and is subject to a number of conditions, which allow TRC Capital to terminate the offer and not accept and pay for any shares tendered should Spectra Energy’s stock price fall below $25.65 or if TRC Capital is unable to obtain financing satisfactory to it to pay for the tendered shares.
TRC Capital has a history of similar below-market mini-tender offers for other companies’ shares. Over the last number of years the company has made similar offers to WestCoast Energy (see Daily GPI, May 22, 2000), EnCana Corp. (see Daily GPI, Feb. 8, 2006) and Southern Co. (see Power Market Today, Sept. 6, 2006), to name a few.
Mini-tender offers seek less than 5% of a company’s stock, thereby avoiding many filing, disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC). Spectra Energy said it recommends that its stockholders review the SEC’s Tips for Investors regarding mini-tender offers. The SEC has cautioned investors about mini-tenders, noting that often in making the offers at below-market prices “bidders 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 Web site, at https://www.sec.gov/investor/pubs/minitend.htm. Spectra Energy urges investors to obtain current market quotations for their shares of common stock, to consult with their financial advisors and to exercise caution with respect to TRC Capital’s offer.
Spectra Energy stockholders who have tendered their shares are advised that, according to TRC Capital’s offering documents, they may withdraw their shares by providing written notice to CNRA Financial Services Inc., which is acting as the depository for TRC Capital’s offer, or, in the event that stockholders have tendered shares pursuant to the book-entry procedures in the offering documents, by following the procedures of The Depository Trust Company, the book-entry facility, in each case prior to the expiration of the offer. According to the offering documents, TRC’s offer will expire at 12:01 a.m., EST, on March 22, unless the offer is extended by TRC Capital.
Spectra Energy stockholders who have questions regarding TRC Capital’s offer should contact Mae Dell Carpenter at (713) 627-4606.
Spectra Energy operates in the United States and Canada approximately 17,500 miles of transmission pipeline, 250 Bcf of storage, natural gas gathering and processing, natural gas liquids operations and local distribution assets. Spectra Energy Corp also has a 50% ownership in DCP Midstream, one of the largest natural gas gatherers and processors in the United States.
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