AES Recommends Rejection of TRC Capital's Conditional Mini-Tender Offer to Acquire 0.598% of Outstanding Shares

Rhea-AI Summary

The AES Corporation (NYSE: AES) has been notified of an unsolicited mini-tender offer from TRC Capital Investment Corporation to acquire approximately 4 million shares of AES stock at $26.50 per share, representing a 6.6% discount from the April 14 closing price of $28.37. AES does not endorse this offer and advises stockholders to reject it, emphasizing the risks of selling shares below market value. AES urges investors to consult their brokers and cautions against TRC's conditions for the offer, which include financing requirements.

Positive

• AES's proactive stance in advising shareholders against the unsolicited offer could strengthen investor trust.
• Highlighting the discount on TRC's offer may reaffirm the fair market value of AES shares.

Negative

• The unsolicited mini-tender offer could create uncertainty among investors about share value.
• Investors who have tendered shares may face difficulties due to the conditions of TRC's offer.

ARLINGTON, Va., April 15, 2021 /PRNewswire/ -- The AES Corporation (NYSE: AES) announced today that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation to purchase up to 4,000,000 shares of AES' common stock, or approximately 0.598% of outstanding shares, at a price of $26.50 per share. This price is approximately 6.6% below the closing price of AES' common stock on April 14, 2021 ($28.37, the day prior to this release), and a 4.4% discount to the closing price of AES' common stock on the date of the tender offer ($27.72 on April 9, 2021).

AES does not endorse TRC Capital's offer and recommends that AES' stockholders reject the offer and not tender their shares in response to TRC Capital's unsolicited mini-tender offer. This mini-tender offer is at a discount below the market price for AES' shares (as shown above) and is subject to numerous conditions, including TRC Capital's ability to obtain financing. AES is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation. AES believes that TRC Capital's offer is an opportunistic attempt by TRC Capital to purchase shares at a discount to the market price.

Like TRC Capital's similar offers to the shareholders of other companies, this one puts individual investors at risk because they may not realize they are selling their shares at a discount. AES urges investors to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser and to exercise caution with respect to TRC Capital's mini-tender offer.

AES' stockholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer, which is currently scheduled at 12:01 a.m. New York City time on May 11, 2021.

AES 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 and the NASD Notice to Members 99-53 issued in July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.

AES requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's offer.

About AES

The AES Corporation (NYSE: AES) is a Fortune 500 global energy company accelerating the future of energy. Together with our many stakeholders, we're improving lives by delivering the greener, smarter energy solutions the world needs. Our diverse workforce is committed to continuous innovation and operational excellence, while partnering with our customers on their strategic energy transitions and continuing to meet their energy needs today. For more information, visit www.aes.com.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning of the Securities Act of 1933 and of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, those related to future earnings, growth and financial and operating performance. Forward-looking statements are not intended to be a guarantee of future results, but instead constitute AES' current expectations based on reasonable assumptions. Forecasted financial information is based on certain material assumptions. These assumptions include, but are not limited to, our expectations regarding the COVID-19 pandemic, accurate projections of future interest rates, commodity price and foreign currency pricing, continued normal levels of operating performance and electricity volume at our distribution companies and operational performance at our generation businesses consistent with historical levels, as well as the execution of PPAs, conversion of our backlog and growth investments at normalized investment levels and rates of return consistent with prior experience.

Actual results could differ materially from those projected in our forward-looking statements due to risks, uncertainties and other factors. Important factors that could affect actual results are discussed in AES' filings with the Securities and Exchange Commission (the "SEC"), including, but not limited to, the risks discussed under Item 1A: "Risk Factors" and Item 7: "Management's Discussion & Analysis" in AES' 2020 Annual Report on Form 10-K and in subsequent reports filed with the SEC. Readers are encouraged to read AES' filings to learn more about the risk factors associated with AES' business. AES undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

Any Stockholder who desires a copy of the Company's 2020 Annual Report on Form 10-K filed February 25, 2021 with the SEC may obtain a copy (excluding Exhibits) without charge by addressing a request to the Office of the Corporate Secretary, The AES Corporation, 4300 Wilson Boulevard, Arlington, Virginia 22203. Exhibits also may be requested, but a charge equal to the reproduction cost thereof will be made. A copy of the Form 10-K may be obtained by visiting the Company's website at www.aes.com.

Website Disclosure

AES uses its website, including its quarterly updates, as channels of distribution of Company information. The information AES posts through these channels may be deemed material.  Accordingly, investors should monitor our website, in addition to following AES' press releases, quarterly SEC filings and public conference calls and webcasts. In addition, you may automatically receive e-mail alerts and other information about AES when you enroll your e-mail address by visiting the "Subscribe to Alerts" page of AES' Investors website. The contents of AES' website, including its quarterly updates, are not, however, incorporated by reference into this release.

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SOURCE The AES Corporation

FAQ

What is the mini-tender offer made by TRC Capital for AES?

TRC Capital has made an unsolicited offer to purchase up to 4 million shares of AES at $26.50 per share, which is below the market price.

What does AES recommend regarding the mini-tender offer from TRC Capital?

AES recommends that shareholders reject the offer and not tender their shares.

What are the risks associated with TRC Capital's mini-tender offer for AES shareholders?

The offer is at a discount to market price, and it puts individual investors at risk of selling their shares for less than their market value.

What should AES shareholders do if they have already tendered their shares to TRC Capital?

Shareholders can withdraw their shares by providing a written notice as outlined in TRC Capital's offer documentation before the offer expires on May 11, 2021.