AMD Recommends Rejection of Below-Market “Mini-Tender” Offer from TRC Capital Investment Corporation

Rhea-AI Summary

AMD (NASDAQ: AMD) has been notified of a 'mini-tender' offer by TRC Capital Investment Corporation. TRC Capital is offering to purchase up to 1 million shares of AMD common stock, which represents approximately 0.06% of its outstanding shares. The offer of $123.45 per share is approximately 4.24% below the closing price on Dec. 8, 2023, and approximately 11.12% below the closing price on Dec. 18, 2023. AMD recommends against tendering shares in response to this unsolicited below-market offer.

Insights

Financial Analyst

The 'mini-tender' offer by TRC Capital for AMD shares is a strategic move that requires careful consideration due to its potential to affect shareholder value. The offer price is significantly lower than the current market value, which could be indicative of an attempt to capitalize on uninformed investors. The fact that AMD has issued a recommendation against tendering shares suggests that the company believes the offer undervalues the stock and that acceptance could be detrimental to shareholders.

From a financial perspective, the discrepancy between the offer price and the recent closing prices of AMD stock is notable. It shows a clear undervaluation against the market, which could have implications for the stock's perceived value and could potentially lead to short-term volatility. Furthermore, the nature of 'mini-tender' offers, which avoid certain SEC disclosure and procedural requirements, may pose additional risks to investors.

Stakeholders should be aware of the SEC's investor alert regarding such offers and should conduct due diligence when evaluating the offer's merits. It is essential for investors to understand the full implications of tendering their shares, especially in the context of the offer's timing and the broader market conditions.

Securities Lawyer

'Mini-tender' offers like the one presented by TRC Capital for AMD shares are often subject to scrutiny because they bypass several of the investor protections typically mandated by the SEC. This can lead to legal and regulatory concerns, particularly for individual investors who may not have the resources to fully evaluate the implications of such offers.

Investors considering the TRC Capital offer should be cognizant of the legal right to withdraw tendered shares before the expiration of the offer. This provision is critical as it provides a measure of protection against potential buyer's remorse or changes in market conditions. The advisory by the SEC underscores the need for investor vigilance and the importance of consulting with financial advisors to ensure informed decision-making.

For AMD and its shareholders, the legal implications of responding to or ignoring the offer must be weighed carefully. The company's proactive stance in advising against the offer is a defensive measure aimed at preserving shareholder value and maintaining market stability for its stock.

SANTA CLARA, Calif., Dec. 19, 2023 (GLOBE NEWSWIRE) -- AMD (NASDAQ: AMD) has been notified of a "mini-tender" offer by TRC Capital Investment Corporation (“TRC Capital”). Pursuant to the offer, which is dated Dec. 11, 2023, TRC Capital is offering to purchase up to 1 million shares of AMD common stock, which represents approximately 0.06% of its outstanding shares. AMD cautions its stockholders that TRC Capital's unsolicited "mini-tender" offer of $123.45 per share is approximately 4.24% below the $128.92 per share closing price of AMD stock on Dec. 8, 2023, the day before the "mini-tender" offer was commenced and approximately 11.12% below the $138.90 per share closing price of AMD stock on Dec. 18, 2023.

AMD recommends against tendering shares in response to this unsolicited below-market offer. AMD does not in any way recommend or endorse the TRC Capital "mini-tender" offer, and AMD is in no way associated with TRC Capital, the "mini-tender" offer or the offer documentation.

"Mini-tender" offers seek less than 5% of a company's outstanding shares thereby avoiding many procedural and disclosure requirements of the Securities and Exchange Commission (SEC) because they are below the SEC's threshold to provide such disclosure and procedural protections for investors.

The SEC has issued an investor alert regarding "mini-tender" offers, noting that, "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." Investors are urged to consult with their broker or financial advisor on such matters. The SEC's advisory may be found at http://www.sec.gov/investor/pubs/minitend.htm.

AMD stockholders who have already tendered shares are advised that they may withdraw from the tender offer by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time, on Thursday, Jan. 11, 2024.

AMD requests that a copy of this news release be included with all distributions of materials related to TRC Capital’s offer for shares of AMD common stock.

About AMD

For more than 50 years AMD has driven innovation in high-performance computing, graphics and visualization technologies. AMD employees are focused on building leadership high-performance and adaptive products that push the boundaries of what is possible. Billions of people, leading Fortune 500 businesses and cutting-edge scientific research institutions around the world rely on AMD technology daily to improve how they live, work and play. For more information about how AMD is enabling today and inspiring tomorrow, visit the AMD (NASDAQ: AMD) website, blog, Facebook and X pages.

Media Contact:
Drew Prairie
AMD Communications
512-602-4425
drew.prairie@amd.com

Investor Contact:
Mitch Haws
AMD Investor Relations
408-749-3124
mitch.haws@amd.com

FAQ

What is the 'mini-tender' offer by TRC Capital Investment Corporation for AMD (NASDAQ: AMD)?

TRC Capital is offering to purchase up to 1 million shares of AMD common stock, which represents approximately 0.06% of its outstanding shares at $123.45 per share.

How does the offer price compare to the closing prices on Dec. 8 and Dec. 18, 2023?

The offer of $123.45 per share is approximately 4.24% below the closing price on Dec. 8, 2023, and approximately 11.12% below the closing price on Dec. 18, 2023.

What does AMD recommend regarding the 'mini-tender' offer by TRC Capital?

AMD recommends against tendering shares in response to this unsolicited below-market offer.

Where can investors find the SEC's advisory on 'mini-tender' offers?

Investors can find the SEC's advisory on 'mini-tender' offers at http://www.sec.gov/investor/pubs/minitend.htm.

How can AMD stockholders withdraw from the tender offer by TRC Capital?

AMD stockholders who have already tendered shares are advised that they may withdraw from the tender offer by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time, on Thursday, Jan. 11, 2024.